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

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, 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, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel resigns pursuant to Section 5.05 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 act6.04 herein, the Indenture Trustee or a previously agreed upon successor Servicer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerNotes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as the Company Indenture Trustee and such successor shall may agree; provided, however, that the provisions ). The appointment of Section 5.06 shall apply, the compensation a successor Servicer shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations affect any liability of the Master predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay compensation any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), nor shall any third Person acting as an agent successor Servicer be liable for any acts or independent contractor omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.. 91 (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties of the Master Servicer respecting service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the Indenture Trustee in its duties same extent as the Servicer maintained as of the date hereof, as the same may have been increased from time to time. No successor servicer shall have the right to the Master Servicer retain and commingle payments on, and collections in the servicing of respect of, the Mortgage Loans with its own funds pursuant to Section 3.02(c) unless (although i) consented to in writing by the Insurer and (ii) such provisions shall continue to apply commingling will not result in a downgrade, qualification or withdrawal of the then current ratings of the Notes, without regard to the Indenture Trustee Policy, as evidenced in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwriting by each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass A Bonds without regard to the Bond Insurance Policy or the Class M Bonds and Class B Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, in an amount equal to the compensation shall not be in excess of that which the Master Servicer would otherwise have been entitled received pursuant to if Section 3.15 (or such lesser compensation as the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as agree). The appointment of a successor Master Servicer shall be necessary to effectuate not affect any such succession. (b) If the Indenture Trustee shall succeed to any duties liability of the predecessor Master Servicer respecting which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans as provided hereinpursuant to Section 3.01, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor pay any deductible under an insurance policy pursuant to the Master Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.Section

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master [Master] Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master [Master] Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master [Master] Servicer by the terms and provisions hereof; provided, however, that . Nothing in this Servicing Agreement or in the Seller Trust Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever to (i) succeed to the responsibilities, duties and liabilities of the initial [Master] Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the [Master] Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor [Master] Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any liability Mortgage Loan, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other [Master] Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master [Master] Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master [Master] Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor [Master] Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Trust Estate holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 as the successor to the Master [Master] Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master [Master] Servicer hereunder; providedprovided that any such successor [Master] Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor [Master] Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerSecurities by the Rating Agencies if determined without regard to the Credit Enhancement Instrument. Pending appointment of a successor to the Master [Master] Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the [Master] Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor [Master] Servicer shall not affect any liability of the predecessor [Master] Servicer which may have arisen under this Servicing Agreement prior to its termination as [Master] Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor [Master] Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor [Master] Servicer to pay compensation to or for any third Person acting as an agent breach by such [Master] Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Noteholders, to the [Master] Servicer respecting as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as provided herein[Master] Servicer hereunder and a fidelity bond in respect of its officers, it shall do employees and agents to the same extent as the [Master] Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be found by the provisions of Article VI terms of the Indenture shall be inapplicable to Agreement. (c) Any successor [Master] Servicer, including the Indenture Trustee on behalf of the Trust Estate holders, shall not be deemed in default or to have breached its duties as hereunder if the successor predecessor [Master] Servicer shall fail to deliver any required deposit to the Master Servicer in the Custodial Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master HELOC Back-Up Servicer of sends a notice of termination pursuant to clause (i) of Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Class II-A Noteholders and the Class II-A Certificateholders (if it is unable to appoint a successor HELOC Back-Up Servicer in accordance with Section 6.01), or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master HELOC Back-Up Servicer in its capacity as HELOC Back-Up Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master HELOC Back-Up Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V; provided, however, that the Seller Indenture Trustee as successor HELOC Back-Up Servicer shall have the right to either (a) immediately not assume the duties obligations of the Master HELOC Back-Up Servicer under Section 3.01 and Article IV herein and under the second paragraph of Section 3.01(a) of the HELOC Servicing Agreement. Nothing in this Agreement shall be construed to permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect or any other successor HELOC Back-Up Servicer to (i) be responsible or accountable for any liability act or omission of the predecessor HELOC Back-Up Servicer, or (including advances deemed recoverable ii) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master HELOC Back-Up Servicer) incurred by the Master Servicer at or prior to the time of termination, except as provided herein. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master HELOC Back-Up Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor HELOC Back-Up Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Class II-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 as the successor to the Master HELOC Back-Up Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master HELOC Back-Up Servicer hereunder; provided, provided that the Indenture Trustee shall obtain appointment of any such successor HELOC Back-Up Servicer (i) will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class II-A Notes by the Rating Agencies without giving effect to the Policy (as evidenced by a letter from each to such effect delivered by the Rating Agency that Agencies) and (ii) is consented to in writing by the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master ServicerInsurer. Pending appointment of a successor to the Master HELOC Back-Up Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the HELOC Mortgage Loans in an amount equal to the compensation which the HELOC Back-Up Servicer would otherwise have received pursuant to this Agreement (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided, however, that the provisions ). The appointment of Section 5.06 shall apply, the compensation a successor HELOC Back-Up Servicer shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations affect any liability of the Master predecessor HELOC Back-Up Servicer which may have arisen under this Agreement prior to pay compensation its termination as HELOC Back-Up Servicer (including, without limitation, to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any third Person acting as an agent successor HELOC Back-Up Servicer be liable for any acts or independent contractor omissions of the predecessor HELOC Back-Up Servicer or for any breach by such HELOC Back-Up Servicer of any of its representations or warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the HELOC Back-Up Servicer hereunder, the successor HELOC Back-Up Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Back-Up 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. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Class II-A Noteholders, to the HELOC Back-Up Servicer respecting as back-up servicer shall during the term of its service as back-up servicer continue to back-up service and administer the HELOC Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable to Securityholders. (c) Any successor HELOC Back-Up Servicer, including the Indenture Trustee on behalf of the Class II-A Noteholders, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor HELOC Back-Up Servicer shall fail to cooperate with any required succession hereunder. (d) Notwithstanding anything else herein to the Master Servicer contrary, in the servicing of the Mortgage Loans (although such provisions no event shall continue to apply to the Indenture Trustee be liable for any servicing fee or any differential in its capacity the amount of the servicing fee paid hereunder and the amount necessary to induce any successor HELOC Back-Up Servicer to act as Indenture Trustee); a successor HELOC Back-Up Servicer under this Agreement and the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Purchase Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master Servicer. Pending appointment of a successor Class 1-A Bonds and the Class 1-A-2 Bonds without regard to the Master Servicer hereunderBond Insurance Policy or the Class 2-A-1, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumptionClass 2-A-2, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; providedClass 2-M-1, howeverClass 2-M-2 Class 2-M-3, that the provisions of Section 5.06 shall applyClass 2-M-4, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunderClass 2-M-5, Class 2-M-6, and that such successor shall undertake and assume Class 2-B Bonds by the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.Rating

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master HELOC Back-Up Servicer of sends a notice of termination pursuant to clause (i) of Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Class V-A Noteholders and the Class V-A Certificateholders (if it is unable to appoint a successor HELOC Back-Up Servicer in accordance with Section 6.01), or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master HELOC Back-Up Servicer in its capacity as HELOC Back-Up Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master HELOC Back-Up Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V; provided, however, that the Seller Indenture Trustee as successor HELOC Back-Up Servicer shall have the right to either (a) immediately not assume the duties obligations of the Master HELOC Back-Up Servicer under Section 3.01 and Article IV herein and under the second paragraph of Section 3.01(a) of the HELOC Servicing Agreement. Nothing in this Agreement shall be construed to permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect or any other successor HELOC Back-Up Servicer to (i) be responsible or accountable for any liability act or omission of the predecessor HELOC Back-Up Servicer, or (including advances deemed recoverable ii) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master HELOC Back-Up Servicer) incurred by the Master Servicer at or prior to the time of termination, except as provided herein. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master HELOC Back-Up Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor HELOC Back-Up Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Class V-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 as the successor to the Master HELOC Back-Up Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master HELOC Back-Up Servicer hereunder; provided, provided that the Indenture Trustee shall obtain appointment of any such successor HELOC Back-Up Servicer (i) will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class V-A Notes by the Rating Agencies without giving effect to the Policy (as evidenced by a letter from each to such effect delivered by the Rating Agency that Agencies) and (ii) is consented to in writing by the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master ServicerCredit Enhancer. Pending appointment of a successor to the Master HELOC Back-Up Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the HELOC Mortgage Loans in an amount equal to the compensation which the HELOC Back-Up Servicer would otherwise have received pursuant to this Agreement (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided, however, that the provisions ). The appointment of Section 5.06 shall apply, the compensation a successor HELOC Back-Up Servicer shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations affect any liability of the Master predecessor HELOC Back-Up Servicer which may have arisen under this Agreement prior to pay compensation its termination as HELOC Back-Up Servicer (including, without limitation, to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any third Person acting as an agent successor HELOC Back-Up Servicer be liable for any acts or independent contractor omissions of the predecessor HELOC Back-Up Servicer or for any breach by such HELOC Back-Up Servicer of any of its representations or warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the termination or resignation of the HELOC Back-Up Servicer hereunder, the successor HELOC Back-Up Servicer, including the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to if the Indenture Trustee in its duties is acting as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, howeverHELOC Back-Up Servicer, shall apply represent and warrant that it is a member of MERS in good standing and shall agree to it comply in its capacity as successor master servicerall material respects with the rules and procedures of MERS.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerBonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee Trustee, in a period not to exceed 90 days shall automatically appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that . Nothing in this Servicing Agreement or in the Seller Trust Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Revolving Credit Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Revolving Credit Loan, (iv) fund any Additional Balances with respect to any liability Revolving Credit Loan, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Master Servicer had continued to act hereunder, except for those amounts due Transition Costs of the Master Servicer Indenture Trustee or other servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredsuccessor Servicer. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer itself or appoint a successor to act as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agency that the ratingsAgencies, if any, on each of the Notes will not be lowered as a result of the selection of the successor determined without regard to the Master ServicerCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed 90 days, shall be itself succeed or appoint a successor to succeed to all of the successor rights and act in such capacity as duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Revolving Credit Loans in an amount equal to the Mortgage Loans compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Company Indenture Trustee and such successor shall agree; provided, howevertogether with the Transition Costs of the successor Servicer, that which shall be paid by the provisions predecessor Servicer). The appointment of Section 5.06 a successor Servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation obligation to purchase Revolving Credit Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the Revolving Credit Loans for the benefit of the Master Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the Mortgage Loans same extent as provided herein, it shall do the Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be bound by the provisions of Article VI terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be inapplicable deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 9.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.05 to 7.21, or the effect that the Master Servicer is legally unable removed as Servicer pursuant to act or to delegate its duties to a Person which is legally able to actthis Article IX, except as otherwise provided in Section 9.01, the Indenture Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof arising on or after the date of succession; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 8.05 in any liability (including event and to make advances deemed recoverable pursuant to Section 7.18 unless, and not previously made with respect only to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, extent the Indenture Trustee shall determines reasonably and in good faith that such advances would not be entitled recoverable pursuant to compensation which Section 7.04, such determination to be evidenced by a certification of a Responsible Officer of the Master Servicer would have been entitled Indenture Trustee delivered to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Initial Purchaser. (b) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Majority Noteholders with the consent of the Initial Purchaser so requests in writing to actthe Indenture Trustee, appoint appoint, pursuant to such direction of the Majority Noteholders and Initial Purchaser, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in Section 9.02(c), or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor acceptable to the Master Servicer only, having Initial Purchaser that has a net worth of not less than $10,000,000, 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 Indenture Trustee is the successor Servicer, that it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 7.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall obtain a letter solicit, by public announcement, bids from each Rating Agency housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the ratings, if any, on each successor servicer shall be entitled to the full amount of the Notes will not be lowered aggregate Servicing Fees hereunder as a result servicing compensation, together with the other Servicing Compensation. Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the selection of servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture 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 Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the 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 Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Servicer under this Agreement shall be effective until the Indenture Trustee and the Initial Purchaser shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to the Initial Purchaser and to each Noteholder. The Indenture Trustee shall not resign as Servicer until a successor Servicer reasonably acceptable to the Initial Purchaser has been appointed. The Initial Purchaser shall have the right to remove the Indenture Trustee as successor Servicer under this Section 9.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Initial Purchaser. (e) Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on the Mortgage Loans as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled pursuant to if the Master Servicer had continued to act hereunderSection 7.08, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereundertogether with other Servicing Compensation. The Servicer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee shall automatically appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided. Notwithstanding the foregoing, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor Servicer shall have no obligation whatsoever be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor Servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any liability Revolving Credit Loans, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject any successor servicer other than the Indenture Trustee shall be entitled to Section 5.06such compensation as it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Master Servicer had continued Transition Costs of the Indenture Trustee or other servicer as successor Servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to act hereunder, except for those amounts due Section 3.05(a)(i) of the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredIndenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer itself or appoint a successor to act as successor Servicer, or shall, (ii) if it the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the Indenture Trustee shall obtain a letter from each appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agency that the ratingsAgencies, if any, on each of the Notes will not be lowered as a result of the selection of the successor determined without regard to the Master ServicerCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed 90 days, shall be itself succeed or appoint a successor to succeed to all of the successor rights and act in such capacity as duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the Mortgage Loans compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Company Credit Enhancer and such successor shall agree; provided, howevertogether with the Transition Costs of the successor Servicer, that which shall be paid by the provisions predecessor Servicer). The appointment of Section 5.06 a successor Servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the Home Equity Loans for the benefit of the Master Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the Mortgage Loans same extent as provided herein, it shall do the Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be bound by the provisions of Article VI terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be inapplicable deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representa tions and warranties of the Master Servicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerNotes by the Rating Agencies or the ratings assigned to the Notes. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the Mortgage Loans as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in as servicer shall during the servicing term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders, (although such provisions shall continue 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 apply the same extent as the Master Servicer is so required pursuant to Section 3.11. (c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representa tions and warranties of the Master Servicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerBonds by the Rating Agencies or the ratings assigned to the Bonds. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 2.05, to pay any deduc tible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the Mortgage Loans as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in as servicer shall during the servicing term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Bondholders, (although such provisions shall continue 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 apply the same extent as the Master Servicer is so required pursuant to Section 3.11. (c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Notwithstanding the foregoing, that nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right Home Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to either the issuance of a notice of termination hereunder, (aiii) immediately assume require or obligate the duties Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, (v) be responsible for the representations and warranties of the Master Servicer or (bvi) select a successor be responsible for any indemnification obligation of Master Servicer other than that contained in Section 5.06(b) hereof, and only with respect to the indemnification provided to the Owner Trustee for the Master Servicer's obligations under this Servicing Agreement; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- insti tution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 20,000,000 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 will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerNotes by the Rating Agencies or the ratings assigned to the Notes. Pending appointment of a successor succes sor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Loans in an amount equal to the Mortgage Loans compensation which the Master Servicer would otherwise have received pursuant to Section 3.13 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Home Loans pursuant to Section 3.01 of the Home Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If in performing the Master Servicer's obligation under Article VIII hereof to perform the duties of the Issuer under the Indenture, the Indenture Trustee, in its sole discretion, concludes that the performance of any duty of the Issuer under the Indenture will place it in a conflict of interest with respect to its duties as Indenture Trustee under the Indenture, the Indenture Trustee, upon written notice to the Owner Trustee, may decline to perform such duty of the Issuer under the Indenture. (c) Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the Mortgage Loans as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Home Loans for the benefit of the Noteholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the Mortgage Loans same extent as the Master Servicer is so required pursuant to Section 3.11. (although such provisions shall continue to apply to d) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass A-1, Class A-2, Class M-1, Class M-▇, ▇▇▇▇▇ ▇-▇ ▇nd Class M-4 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Seller Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer; provided furtherfailed to make such Advances, however, that to the extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, provided that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass A Bonds without regard to the Bond Insurance Policy or the Class M Bonds and Class B Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Seller Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer; provided furtherfailed to make such Advances, however, that to the extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, provided that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 1- B-1 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Seller Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer; provided furtherfailed to make such Advances, however, that to the extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass 1-A-1, Class 1-A-2, Class 2-A Bonds and Class M-1, Class M-2, Class M- 3, Class M-▇, ▇▇▇▇▇ ▇-▇ and Class M-6 Certificates by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Servicer; provided, however, that the Seller Indenture Trustee, as successor Servicer, shall have be required to make any required Advances to the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, extent that the Indenture Trustee shall have no obligation whatsoever with respect Servicer failed to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, that any such successor Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerBonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such actionagree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, consistent with this Agreementwithout limitation, as shall be necessary the obligation to effectuate purchase Mortgage Loans pursuant to Section 3.01, to pay any such succession.deductible under an insurance (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Bondholders, to the Servicer respecting as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor Servicer shall fail to deliver any required deposit to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder. Section 6.03.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master HELOC Back-Up Servicer of sends a notice of termination pursuant to clause (i) of Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Class VI-A Noteholders (if it is unable to appoint a successor HELOC Back-Up Servicer in accordance with Section 6.01), or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master HELOC Back-Up Servicer in its capacity as HELOC Back-Up Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master HELOC Back-Up Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V; provided, however, that the Seller Indenture Trustee as successor HELOC Back-Up Servicer shall have the right to either (a) immediately not assume the duties obligations of the Master HELOC Back-Up Servicer under Section 3.01 and Article IV herein and under the second paragraph of Section 3.01(a) of the HELOC Servicing Agreement. Nothing in this Agreement shall be construed to permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect or any other successor HELOC Back-Up Servicer to (i) be responsible or accountable for any liability act or omission of the predecessor HELOC Back-Up Servicer, or (including advances deemed recoverable ii) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master HELOC Back-Up Servicer) incurred by the Master Servicer at or prior to the time of termination, except as provided herein. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master HELOC Back-Up Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor HELOC Back-Up Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Class VI-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 as the successor to the Master HELOC Back-Up Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master HELOC Back-Up Servicer hereunder; provided, provided that the Indenture Trustee shall obtain appointment of any such successor HELOC Back-Up Servicer (i) will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class VI-A Notes by the Rating Agencies without giving effect to the Policy (as evidenced by a letter from each to such effect delivered by the Rating Agency that Agencies) and (ii) is consented to in writing by the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master ServicerInsurer. Pending appointment of a successor to the Master HELOC Back-Up Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the HELOC Mortgage Loans in an amount equal to the compensation which the HELOC Back-Up Servicer would otherwise have received pursuant to this Agreement (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided, however, that the provisions ). The appointment of Section 5.06 shall apply, the compensation a successor HELOC Back-Up Servicer shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations affect any liability of the Master predecessor HELOC Back-Up Servicer which may have arisen under this Agreement prior to pay compensation its termination as HELOC Back-Up Servicer (including, without limitation, to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any third Person acting as an agent successor HELOC Back-Up Servicer be liable for any acts or independent contractor omissions of the predecessor HELOC Back-Up Servicer or for any breach by such HELOC Back-Up Servicer of any of its representations or warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the HELOC Back-Up Servicer hereunder, the successor HELOC Back-Up Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Back-Up 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. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Class VI-A Noteholders, to the HELOC Back-Up Servicer respecting as back-up servicer shall during the term of its service as back-up servicer continue to back-up service and administer the HELOC Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable to Securityholders. (c) Any successor HELOC Back-Up Servicer, including the Indenture Trustee on behalf of the Class VI-A Noteholders, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor HELOC Back-Up Servicer shall fail to cooperate with any required succession hereunder. (d) Notwithstanding anything else herein to the Master Servicer contrary, in the servicing of the Mortgage Loans (although such provisions no event shall continue to apply to the Indenture Trustee be liable for any servicing fee or any differential in its capacity the amount of the servicing fee paid hereunder and the amount necessary to induce any successor HELOC Back-Up Servicer to act as Indenture Trustee); a successor HELOC Back-Up Servicer under this Agreement and the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Purchase Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass A-3 Bonds without regard to the Bond Insurance Policy or the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-IO, Class M-1, Class M-2 Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee shall automatically appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days, shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided. Notwithstanding the foregoing, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, parties hereto agree that the Indenture Trustee, in its capacity as successor servicer, immediately will assume all of the obligations of the Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor servicer shall have no obligation whatsoever be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any liability Revolving Credit Loans, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject any successor servicer other than the Indenture Trustee shall be entitled to Section 5.06such compensation as it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Master Servicer had continued Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to act hereunder, except for those amounts due Section 3.05(a)(i) of the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredIndenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee may, if it shall be is unwilling so to actact as successor servicer itself or appoint a successor to act as successor servicer, or shall, (ii) if it the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the Indenture Trustee shall obtain a letter from each appointment of any such successor servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agency that the ratingsAgencies, if any, on each of the Notes will not be lowered as a result of the selection of the successor determined without regard to the Master ServicerCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed 90 days, shall be itself succeed or appoint a successor to succeed to all of the successor rights and act in such capacity as duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the Mortgage Loans compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Company Credit Enhancer and such successor shall agree; provided, howevertogether with the Transition Costs of the successor servicer, that which shall be paid by the provisions predecessor Servicer). The appointment of Section 5.06 a successor servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee, the Issuer, the Credit Enhancer and the Owner Trustee pursuant to Section 6.06), nor shall not any successor servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such predecessor servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the Home Equity Loans for the benefit of the Master Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the Mortgage Loans same extent as provided herein, it shall do the Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be bound by the provisions of Article VI terms of the Insurance Agreement. (c) Any successor servicer, including the Indenture Trustee, shall not be inapplicable deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee shall automatically appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided. Notwithstanding the foregoing, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, parties hereto agree that the Indenture Trustee, in its capacity as successor servicer, immediately will assume all of the obligations of the Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor servicer shall have no obligation whatsoever be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any liability Revolving Credit Loans, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject any successor servicer other than the Indenture Trustee shall be entitled to Section 5.06such compensation as it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Master Servicer had continued Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to act hereunder, except for those amounts due Section 3.05(a)(i) of the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredIndenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee may, if it shall be is unwilling so to actact as successor servicer itself or appoint a successor to act as successor servicer, or shall, (ii) if it the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the Indenture Trustee shall obtain a letter from each appointment of any such successor servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agency that the ratingsAgencies, if any, on each of the Notes will not be lowered as a result of the selection of the successor determined without regard to the Master ServicerCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed 90 days, shall be itself succeed or appoint a successor to succeed to all of the successor rights and act in such capacity as duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the Mortgage Loans compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Company Credit Enhancer and such successor shall agree; provided, howevertogether with the Transition Costs of the successor servicer, that which shall be paid by the provisions predecessor Servicer). The appointment of Section 5.06 a successor servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such predecessor servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the Home Equity Loans for the benefit of the Master Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the Mortgage Loans same extent as provided herein, it shall do the Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be bound by the provisions of Article VI terms of the Insurance Agreement. (c) Any successor servicer, including the Indenture Trustee, shall not be inapplicable deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that including but not limited to the Seller provisions of Article VIII. Nothing in this Servicing Agreement shall have be construed to permit or require the right Indenture Trustee to either (ai) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (biv) select a successor Master be responsible for the representations and warranties of the Servicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect required Advances to the relevant Payment Date giving rise extent that the Servicer failed to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing hous ing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerBonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity capa city as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Bondholders, to the Servicer respecting as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the perfor ▇▇▇▇▇ of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor Servicer shall fail to deliver any required deposit to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession here under.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Subject to the receipt by rights of the Insurers as set forth below, on and after the time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 acttermination, the Indenture Trustee shall automatically become 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 thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and its obligation to deposit amounts in respect of losses pursuant to Section 3.06) by the terms and provisions hereofhereof including, without limitation, the Master Servicer's obligations to make Advances pursuant to Section 4.01; provided, however, that if the Seller shall have the right Indenture Trustee is prohibited by law or regulation from obligating itself to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided furthermake advances regarding delinquent mortgage loans, however, that then the Indenture Trustee shall have no obligation whatsoever with respect not be obligated to make Advances pursuant to Section 4.01; and provided further, that any liability (including advances deemed recoverable and failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not previously made with respect to be considered a default by the relevant Payment Date giving rise Indenture Trustee as successor to the Master Servicer Event of Default which hereunder; provided, however, it is understood and acknowledged by the parties that there shall be made by such successor Master Servicera period of transition (not to exceed 90 days) incurred by before the Master Servicer at or prior to the time of terminationservicing transfer is fully effected. As compensation therefor, but subject effective from and after the time the Master Servicer receives a notice of termination or immediately upon assumption of the obligations to Section 5.06make Advances, the Indenture Trustee shall be entitled to compensation the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to retain act hereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). If the Master Servicer is terminated pursuant to Section 6.01 by the Note Insurer, the Note Insurer may choose a successor Master Servicer that meets the requirements of a successor Master Servicer under this Agreement, with the consent of the Pool Insurer, such consent shall not be unreasonably withheld. Alternatively, if the Master Servicer had continued is terminated pursuant to act hereunderSection 6.01 by the Pool Insurer, except for those amounts due the Pool Insurer may choose a successor Master Servicer as reimbursement permitted that meets the requirements of a successor Master Servicer under this Agreement for advances previously made or expenses previously incurredAgreement, with the consent of the Note Insurer, such consent shall not be unreasonably withheld. Notwithstanding the aboveabove and subject to the next paragraph, in the event that neither the Note Insurer or the Pool Insurer appoints a successor Master Servicer in accordance with preceding paragraph, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the Holders of Notes evidencing more than 51% of the Note Balance of the Notes, the Note Insurer or the Pool Insurer so request in writing to act, the Indenture Trustee promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency (with confirmation from the Rating Agencies that such appointment shall not result in the reduction or withdrawal of the rating of any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor outstanding Class of Notes (without regard to the Master Servicer only, Note Insurance Policy)) and acceptable to the Note Insurer and the Pool Insurer and having a net worth of not less than $10,000,000, 15,000,000 as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicerunder this Agreement. Pending No appointment of a successor to the Master Servicer hereunder, the Indenture Trustee under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and act in such capacity as hereinabove providedliabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that as such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Depositor, the Issuer, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer under this Agreement, the Indenture Trustee shall act in such capacity as hereinabove provided. In the event that the Note Insurer or Pool Insurer, as appropriate, has not selected a successor Master Servicer, upon removal or resignation of the Master Servicer, the Indenture Trustee, with the cooperation of the Depositor and the Issuer, (x) shall solicit bids for a successor Master Servicer as described below and (y) pending the appointment of a successor Master Servicer as a result of soliciting such bids, shall serve as Master Servicer of the Mortgage Loans serviced by such predecessor Master Servicer. The Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above (including the Indenture Trustee or any affiliate thereof) (including that such mortgage loan servicing institution shall be acceptable to each Rating Agency, the Note Insurer and the Pool Insurer). Such public announcement shall specify that the successor Master Servicer shall be entitled to the servicing compensation agreed upon between the Indenture Trustee, the successor Master Servicer and the Depositor; provided, however, that no such fee shall exceed the Servicing Fee. Within 30 days after any such public announcement, the Indenture Trustee, with the cooperation of the Depositor, shall negotiate in good faith and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price they shall pay to obtain such servicing. The Indenture Trustee upon receipt of the purchase price shall pay such purchase price to the Master Servicer being so removed, after deducting from any sum received by the Indenture 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 reasonably incurred hereunder. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Master Servicer at the time of such sale. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable fails to remit to the Indenture Trustee in its duties as for payment to the successor Noteholders any payment required to be made under the terms of the Notes and this Agreement (for purposes of this Section 7.02(b), a "Remittance") because the Master Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of such Remittance is prohibited by Section 362 of the federal Bankruptcy Code, the Indenture Trustee shall upon notice of such prohibition, regardless of whether it has received a notice of termination under Section 7.01, advance the amount of such Remittance by depositing such amount in the servicing Payment Account on the related Payment Date. The Indenture Trustee shall be obligated to make such advance only if (i) such advance, in the good faith judgment of the Mortgage Loans Indenture Trustee can reasonably be expected to be ultimately recoverable from Stayed Funds and (although ii) the Indenture Trustee is not prohibited by law from making such provisions shall continue advance or obligating itself to apply do so. Upon remittance of the Stayed Funds to the Indenture Trustee or the deposit thereof in the Payment Account by the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court, the Indenture Trustee may recover the amount so advanced, without interest, by withdrawing such amount from the Payment Account; however, nothing in this Agreement shall be deemed to affect the Indenture Trustee's rights to recover from the Master Servicer's own funds interest on the amount of any such advance. If the Indenture Trustee at any time makes an advance under this Subsection which it later determines in its capacity good faith judgment shall not be ultimately recoverable from the Stayed Funds with respect to which such advance was made, the Indenture Trustee shall be entitled to reimburse itself for such advance, without interest, by withdrawing from the Payment Account, out of amounts on deposit therein, an amount equal to the portion of such advance attributable to the Stayed Funds. (c) If the Master Servicer is terminated pursuant to Section 6.01, then the successor Master Servicer shall not be permitted to reimburse itself directly for Advances or Servicing Advances under Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) 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 Indenture 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 Indenture 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 Indenture Trusteeapplicable, reimbursements for Advances and Servicing Advances from the Payment 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); , Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii), as the provisions case may be. All Advances and Servicing Advances made pursuant to the terms of Article Vthis Agreement shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis. At such time as the Master Servicer (or related Advancing Person) has been reimbursed for all Advances and Servicing Advances made by it, howeverthe successor Master Servicer shall no longer be required to remit in accordance with the first sentence of this Section 6.02(c) and shall then be permitted to reimburse itself directly for Advances and Servicing Advances in accordance with Section 3.05(a)(ii), shall apply to it in its capacity as successor master servicerSection 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii).

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act7.02, the Indenture Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Titling Trust Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Titling Trust Servicing Agreement, and shall thereafter be subject to all the responsibilities, dutiesrestrictions, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement and the Titling Trust Servicing Agreement; provided, however, that the Seller predecessor Servicer shall have remain liable for, and the right to either (a) immediately assume the duties of the Master successor Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that Navistar Financial shall remain liable for all such indemnification obligations of the Servicer without regard to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master whether it is still Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationhereunder. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which (whether payable out of the Master Collection Account or otherwise) as the Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredif no such notice of termination had been given. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, (i) having a net worth of not less than $10,000,000100,000,000 and (ii) whose regular business includes the servicing of medium and heavy duty bus, truck and trailer receivables, as the successor to the Master Servicer hereunder under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that under this Agreement and the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove providedTitling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans Receivables as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if under this Agreement and the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunderTitling Trust Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Seller Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer; provided furtherfailed to make such Advances, however, that to the extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerBonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 acttermination, the Indenture Trustee shall automatically become 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 thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.04(c) and its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereofhereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.03; provided, however, that if the Seller shall have the right Indenture Trustee is prohibited by law or regulation from obligating itself to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided furthermake advances regarding delinquent mortgage loans, however, that then the Indenture Trustee shall have no obligation whatsoever with respect not be obligated to make P&I Advances pursuant to Section 4.03; and provided further, that any liability (including advances deemed recoverable and failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not previously made with respect to be considered a default by the relevant Payment Date giving rise Indenture Trustee as successor to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred hereunder; provided, however, it is understood and acknowledged by the Master Servicer at or prior parties that there will be a period of transition (not to exceed 90 days) before the time of terminationservicing transfer is fully effected. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to compensation the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except for those hereunder (other than amounts which were due or would become due to the Master Servicer as reimbursement permitted under this Agreement for advances previously made prior to its termination or expenses previously incurredresignation). Notwithstanding the aboveabove and subject to the next paragraph, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the Holders of Notes entitled to actat least 51% of the Voting Rights of the REMIC Trust so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, any an established housing mortgage loan servicing institution acceptable to each Rating Agency and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, 15,000,000 as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicerunder this Agreement. Pending No appointment of a successor to the Master Servicer hereunder, the Indenture Trustee under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and act in such capacity as hereinabove providedliabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that as such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.such

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 acthereof, the Indenture Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Seller shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect make advances pursuant to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationSection 4.01. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, except for those amounts due if the Indenture Trustee has become the successor to the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the abovein accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to does not adversely affect the Master Servicer only, having a net worth then current rating of not less than $10,000,000, the Notes 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; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass A-1, Class A-2, Class A-3, Class M-1, Class M-▇, ▇▇▇▇▇ ▇-▇, Class M-4 and Class M-5 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that . Nothing in this Servicing Agreement or in the Seller Trust Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect i) succeed to the relevant Payment Date giving rise to responsibilities, duties and liabilities of the Master initial Servicer Event in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time issuance of terminationa notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerSecurities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Noteholders, to the Servicer respecting as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing on behalf of the Mortgage Loans (although such provisions Collateral holders, shall continue not be deemed in default or to apply have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerCollection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as a servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller . Nothing in this Servicing Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund any Additional Balances with respect to any liability Loan, (including advances deemed recoverable and not previously made with respect iv) pay any deductible under an insurance policy pursuant to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master ServicerSection 3.04, (v) incurred fund any losses on any Permitted Investment directed by the Master Servicer at or prior to and (vi) be responsible for the time representations and warranties of terminationthe Servicer. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredin each case if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerSecurities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Loans in an amount equal to the Mortgage Loans compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as the Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by the Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue service and administer the related Loans for the benefit of the Securityholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as it is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer (including the Indenture Trustee as a successor Servicer), shall succeed represent and warrant that it is a member of MERS in good standing and shall agree to any duties comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Master Loans that are registered with MERS, in which case the predecessor Servicer respecting shall cooperate with the successor Servicer (including the Indenture Trustee, if applicable) in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Loan or servicing of such Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. In connection with the termination or resignation (other than a resignation pursuant to the Master Servicer in the servicing second paragraph of Section 6.04) of the Servicer, the predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage Loans that may be required under this subsection (although d). The successor Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to 9.02 unless and until the effect that the Master Servicer is legally unable to act or to delegate its duties to Control Party has designated a Person successor Servicer, which is legally able to acthas accepted such appointment, the Indenture Trustee Backup Servicer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall thereafter be subject to all the responsibilities, dutiesrestrictions, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement; provided, however, that the Seller predecessor Servicer shall have remain liable for, and the right to either (a) immediately assume the duties of the Master successor Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer, and provided, further, that ALS shall remain liable for the indemnification obligations of the Servicer under subsections 8.01(ii) and (iv) of this Agreement without regard to whether it is still Servicer hereunder. The Servicer shall be subrogated to the rights of the indemnified party with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master claims against a replacement Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee or a successor Servicer designated by the Control Party shall be entitled to reimbursement of costs and expenses incurred in the transfer and conversion of the electronic records relating to the Loans and the Receivables received from the predecessor Servicer, together with such compensation which (whether payable out of the Master Collection Accounts or otherwise) as the Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredif no such notice of termination had been given including, but not limited to, the Servicing Fee. In the event the Indenture Trustee becomes the successor Servicer, it hereby reserves the right to terminate any then existing sub-servicing agreements as may be entered into pursuant to Section 8.04 hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, (i) having a net worth of not less than $10,000,000, (ii) acceptable to the Control Party and (iii) whose regular business includes the servicing of equipment loans, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans and Receivables as the Company it and such successor shall agree, subject to the consent of the Control Party; provided, however, that if a successor Servicer is appointed and assumes the provisions duties of Section 5.06 shall applysuccessor Servicer hereunder, the compensation Servicing Fee Rate used to calculate the Servicing Fee payable to the successor Servicer shall be a rate agreed upon by such successor Servicer and the person or group appointing it hereunder but not be in excess of that which 1.0% unless the Master Servicer would have Rating Agency Condition has been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereundersatisfied. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. . No removal or resignation of the Servicer shall (bother than under Section 9.02(a) If with respect to a Servicer Default under Section 9.01(c) or (d)) become effective until the Indenture 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 Indenture Trustee and, accordinglyTrustee, the provisions of Article VI of the Indenture shall be inapplicable Backup Servicer under Section 3.13 or another successor Servicer acceptable to the Indenture Trustee Control Party shall have assumed the Servicer’s responsibilities and obligations 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master serviceraccordance with this Section 9.03.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇rapproved ▇▇▇er▇▇cer, and ▇▇▇▇ ▇▇▇h respect spect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, 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, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that . Nothing in this Servicing Agreement or in the Seller Trust Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect i) succeed to the relevant Payment Date giving rise to responsibilities, duties and liabilities of the Master initial Servicer Event in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time issuance of terminationa notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerSecurities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Noteholders, to the Servicer respecting as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing on behalf of the Mortgage Loans (although such provisions Collateral holders, shall continue not be deemed in default or to apply have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerCollection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel 6.01, sends a notice pursuant to Section 5.05 5.04, or its term expires and is not renewed pursuant 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 actpenultimate paragraph of Section 6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iv) be responsible for the representations and warranties of the Master Servicer; provided, however, that the Seller Indenture Trustee, as successor Master Servicer, shall have be required to make any required Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect failed to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so notify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the other mortgage loan Master Servicer only, having a net worth of not less than $10,000,000, 10,000,000 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, that any such successor Master Servicer shall be acceptable to the Indenture Trustee Note Insurer, as evidenced by the Note Insurer's prior written consent (which consent shall obtain a letter from each Rating Agency not be unreasonably withheld) and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the ratings assigned to the Notes will not be lowered as a result of by the selection of Rating Agencies or the ratings assigned to the Notes without taking into account the Note Insurance Policy; provided, however, Advanta shall become the successor to Master Servicer if the Master ServicerServicer was terminated for reasons other than due to any action or inaction on the part of Advanta. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pur suant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any succes sor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the Mortgage Loans as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in as Master Servicer shall during the servicing term of its service as Master Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders and the Note Insurer, (although such provisions shall continue 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 apply the same extent as the Master Servicer is so required pursuant to Section 3.11. (c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders and the Note Insurer, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession here under.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the RMBS Master Servicer of sends a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall automatically become the successor in all respects to the RMBS Master Servicer in its capacity as RMBS Master Servicer under this RMBS Master Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the RMBS Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this RMBS Master Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor RMBS Master Servicer to (i) be responsible or accountable for any act or omission of the predecessor RMBS Master Servicer, (ii) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for the representations and warranties of the RMBS Master Servicer, except as provided herein; provided, however, that the Seller Indenture Trustee, as successor RMBS Master Servicer, shall have be required to make any Monthly Advances to the right to either (a) immediately assume extent that the duties of the RMBS Master Servicer or (b) select a successor Master Servicer; provided furtherfailed to make such Monthly Advances, however, that to the extent such Monthly Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationa Nonrecoverable Advance. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the RMBS Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor RMBS Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 as the successor to the RMBS Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer hereunder; provided, provided that the Indenture Trustee shall obtain appointment of any such successor RMBS Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies (as evidenced by a letter from each to such effect delivered by the Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master ServicerAgencies). Pending appointment of a successor to the RMBS Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the RMBS Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor RMBS Master Servicer shall not affect any liability of the predecessor RMBS Master Servicer which may have arisen under this RMBS Master Servicing Agreement prior to its termination as RMBS Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor RMBS Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor RMBS Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the RMBS Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this RMBS Master Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Noteholders, to the RMBS Master Servicer respecting as master servicer shall during the term of its service as master servicer shall (i) continue to master service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as RMBS Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the RMBS Master Servicer is so required pursuant to Section 3.03. (c) Any successor RMBS Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor RMBS Master Servicer shall fail to deliver any required deposit to the Master Servicer Payment Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in the servicing of the Mortgage Loans (although such provisions no event shall continue to apply to the Indenture Trustee be liable for any master servicing fee or any differential in its capacity the amount of the master servicing fee paid hereunder and the amount necessary to induce any successor RMBS Master Servicer to act as Indenture Trustee); a successor RMBS Master Servicer under this RMBS Master Servicing Agreement and the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Property Manager or the Special Servicer resigns pursuant to the first paragraph of Section 5.04 or receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act6.01, the Indenture Trustee shall automatically become be the successor in all respects to the Master Servicer Property Manager or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto and arising thereafter placed on the Master Servicer Property Manager or the Special Servicer, as the case may be, by the terms and provisions hereof; provided, however, that the Seller Indenture Trustee, or any other successor Property Manager that is not an Affiliate of CFS, shall have not be subject to the right to either (a) immediately assume the duties obligations of the Master Servicer or (bProperty Manager under Section 4.01(a) select a successor Master Servicer; provided further, however, that to provide the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made certification with respect to the relevant Payment Date giving rise Issuer or the obligations of the Property Manager or the Special Servicer to comply with the Master financial covenants set forth in Section 2.05; provided, further, that any failure to perform such duties or responsibilities caused by the failure of the Property Manager or the Special Servicer Event of Default which to cooperate or to provide information or monies required by Section 6.01(b) shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be made by such successor Master Servicer) liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the Master Servicer at resigning or prior terminated party pursuant to Section 3.06 hereunder nor shall the time of terminationIndenture Trustee or any other successor be required to repurchase or substitute for any Lease or Mortgaged Property hereunder. As compensation therefor, but subject to Section 5.06therefore, the Indenture Trustee shall be entitled to all fees and other compensation which that the Master Servicer resigning or terminated party would have been entitled to retain for future services rendered if the Master Servicer resigning or terminated party had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance commercial lease servicing institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as the successor to the Master Servicer Property Manager 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 Property Manager or the Special Servicer, as the case may be, hereunder; provided, however, that no such appointment will result in the Indenture Trustee shall obtain a letter from downgrade, withdrawal or qualification of any rating assigned by any Rating Agency to the Notes without giving effect to the Insurance Policy (as confirmed in writing by each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master ServicerAgency). Pending No appointment of a successor to the Master Property Manager or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation compensation, which shall accrue from the date of such appointment and assumption, of such successor out of payments on the Mortgage Loans Leases or otherwise as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent resigning or independent contractor in the performance of master servicing responsibilities terminated party hereunder. The Issuer, the Indenture Trustee and Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that . Nothing in this Servicing Agreement or in the Seller Trust Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect i) succeed to the relevant Payment Date giving rise to responsibilities, duties and liabilities of the Master initial Servicer Event in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time issuance of terminationa notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerSecurities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Noteholders, to the Servicer respecting as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.12. (c) Any successor Servicer, including the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing on behalf of the Mortgage Loans (although such provisions Collateral holders, shall continue not be deemed in default or to apply have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerCollection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination an Event of Servicing Termination pursuant to Section 6.01 or an Opinion of Counsel resigns pursuant to Section 5.05 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 act5.04, the Indenture Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof and shall use the same degree of care and skill as is required of the Servicer under this Agreement; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation whatsoever (i) of repurchase or substitution with respect to any liability HELOC, (including advances deemed recoverable and not previously made ii) with respect to any representation or warranty of the relevant Payment Date giving rise to Servicer, and (iii) for any liabilities, act or omission of either a predecessor or successor Servicer other than the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationIndenture Trustee. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. In addition, the Master Servicer had continued Indenture Trustee will be entitled to act hereundercompensation with respect to its expenses in connection with conversion of certain information, except for those amounts due documents and record keeping, as provided in Section 6.07 of the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredIndenture. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect other mortgage loan or home equity loan servicer with all licenses and permits required to a successor to the Master Servicer only, perform its obligations under this Agreement and having a net worth of not less than $10,000,000, 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, provided that that the Indenture Trustee shall obtain appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter from each such Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master ServicerAgency. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, HELOCs in an amount equal to not more than the compensation shall not be in excess of that which the Master Servicer would otherwise have been entitled received pursuant to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunderSection 3.07. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the HELOCs for the benefit of the Master Noteholders and the Certificateholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the Mortgage Loans same extent as provided herein, it the Servicer is so required pursuant to Section 3.11. The appointment of a successor Servicer shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI affect any liability of the Indenture predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer (including, without limitation, any deductible under an Insurance Policy pursuant to Section 3.04), nor shall any successor Servicer be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing liable for any acts or omissions of the Mortgage Loans (although predecessor Servicer or for any breach by such provisions shall continue to apply to the Indenture Trustee in Servicer of any of its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerrepresentations or warranties contained herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 7.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act6.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that . Nothing in this Servicing Agreement or in the Seller Trust Agreement shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect i) succeed to the relevant Payment Date giving rise to responsibilities, duties and liabilities of the Master initial Servicer Event in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time issuance of terminationa notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation compensa tion therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000, 10,000,000 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 Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Servicer will not result in the ratingsqualification, if any, on each reduction or with- drawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerSecurities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Noteholders, to the Servicer respecting as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, for the provisions of Article VI benefit of the Indenture shall be inapplicable Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing on behalf of the Mortgage Loans (although such provisions Collateral holders, shall continue not be deemed in default or to apply have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerCollection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer resigns pursuant to the first paragraph of Section 4.04 or receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 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 act5.01, the Indenture Trustee shall automatically become (unless a successor is identified by the Servicer pursuant to Section 4.04, subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Master Servicer in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all of the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto and arising thereafter placed on the Master Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Seller Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select not be considered a successor Master Servicer; provided further, however, that default by the Indenture Trustee shall have no obligation whatsoever with respect to hereunder. Neither the Indenture Trustee nor any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which other successor shall be made by such successor Master Servicer) liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the Master Servicer at resigning or prior to the time of terminationterminated party. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to all fees and other compensation which the Master Servicer resigning or terminated party would have been entitled to retain for future services rendered if the Master Servicer resigning or terminated party had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may, if it shall be unwilling so to act, or shallmay (and, if it is legally unable to so to act, appoint or if the Indenture Trustee is not approved as an acceptable Servicer by each Rating Agency, or if the Holders of Notes entitled to a majority of the Voting Rights so request in writing, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance qualified institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, having with a net worth of not less than at least $10,000,000, 10 million 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 the Indenture Trustee shall obtain a letter from each has received Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor Confirmation with respect to the Master proposed successor Servicer. Pending such appointment, the Indenture Trustee will be obligated to act as successor Servicer. No appointment of a successor to the Master Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans Notes or otherwise as the Company it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to including any third Person acting as an agent or independent contractor increase in the performance of master servicing responsibilities hereunderServicing Fee to the then current market rate for such services (and any such increase shall also be applicable to the Servicing Fees payable to the Indenture Trustee in its capacity as successor Servicer). The Indenture Trustee and Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) . The costs and expenses of transferring servicing shall be paid by the resigning or terminated party, and if not so paid, shall be treated as an Additional Issuer Expense under the Indenture. If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the Mortgage Loans is terminated as provided hereindescribed in Sections 5.01 and 5.02, it shall do so in a separate capacity will continue to be obligated to pay and not in its capacity entitled to receive all amounts accrued and owing by it or to it under (and at such times as Indenture Trustee and, accordingly, set forth in) this Agreement and the provisions of Article VI of the Indenture shall be inapplicable Transaction Documents on or prior to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing date of the Mortgage Loans termination (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trusteeincluding any earned but unpaid Liquidation Fee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Purchase Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass 1-A-1, Class 1-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and Class 2-B Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Purchase Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 20,000,000 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 will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerNotes by the Rating Agencies or the ratings assigned to the Notes. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would other wise have received pursuant to Section 3.13 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the Mortgage Loans as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in as servicer shall during the servicing term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders, (although such provisions shall continue 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 apply the same extent as the Master Servicer is so required pursuant to Section 3.11. (c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and -------------------------------------------------- after the receipt by the Master Servicer of a notice of termination Termination Notice pursuant to Section 6.01 ------- 7.1, 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 Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor --------- Servicer"), and such Successor Servicer shall accept its appointment by a -------- written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Opinion of Counsel pursuant to Section 5.05 Officer's Certificate to the effect that it cannot in good faith cure the Master Servicer is legally unable to act or to delegate its duties Default which gave rise to a Person which is legally able to acttransfer of servicing, then the Indenture Owner Trustee shall automatically become offer Seller the successor in all respects right to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to accept retransfer of all the responsibilitiesReceivables and Seller may accept retransfer of all the Receivables, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that if the long-term unsecured debt obligations of Seller -------- ------- are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall have the right deliver an Opinion of Counsel reasonably acceptable to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect be equal to the relevant Payment Date giving rise higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the Master remaining maturity of the Notes. In the event that a Successor Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer has not been appointed and has not accepted its appointment at or prior to the time of termination. As compensation therefor, but subject when the Servicer ceases to Section 5.06act as Servicer, the Indenture Trustee without further action shall automatically be entitled to compensation which appointed the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredSuccessor Servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance financial institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,00050,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the successor Successor Servicer hereunder. Notwithstanding anything else herein to the Master contrary, in no event shall the Indenture Trustee be liable for any servicing fee. (b) Upon its appointment, the Successor Servicer hereunder shall be the successor in all respects to the assumption of Servicer with respect to servicing functions under this Agreement and shall be subject to all or any part of the responsibilities, duties or and liabilities of relating thereto placed on the Master Servicer hereunder; providedby the terms and provisions hereof, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor and all references in this Agreement to the Master Servicer shall be deemed to refer to the Successor Servicer. Pending appointment Any Successor Servicer, by its acceptance of a successor its appointment, will automatically agree to be bound by the terms and provisions of any Enhancement to the Master Servicer hereunder, extent that such terms apply to the Indenture Trustee Servicer. Any sub-servicing agreement shall be assigned to the successor and act in such capacity as hereinabove provided. Successor Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on the Mortgage Loans Collections, as the Company it and such successor Successor Servicer shall agree; provided, however, that the provisions of Section 5.06 shall apply, the no such -------- ------- compensation shall not be in excess of the Monthly Servicing Fees permitted to the Servicer pursuant to Section 3.2. The Holder of the Seller Interest agrees that which ----------- if the Master Servicer would have been is terminated hereunder, it will agree, at the request of the Indenture Trustee or any Successor Servicer, to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to if receive pursuant to the Master Indenture, to pay its share of the compensation of the Successor Servicer. The Successor Servicer had continued shall have no liability for any actions or failure to act hereunder, and that such successor shall undertake and assume on the obligations part of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionServicer. (bd) If All authority and power granted to the Indenture Trustee Successor Servicer under this Agreement shall succeed to any duties automatically cease and terminate upon termination of the Master Servicer respecting Issuer pursuant to the Mortgage Loans as provided herein, it Trust Agreement and shall do so pass to and be vested in a separate capacity and not in its capacity as Indenture Trustee Seller and, accordinglySeller is hereby authorized and empowered to execute and deliver, the provisions of Article VI on behalf of the Indenture 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 Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to Seller in such electronic form as Seller may reasonably request and shall transfer all other records, correspondence and documents to Seller in the manner and at such times as Seller shall reasonably request. To the extent that compliance with this Section 7.2 shall require the ----------- Successor Servicer to disclose to Seller information of any kind which the Successor Servicer deems to be confidential, Seller shall be inapplicable required to the Indenture Trustee in its duties enter into such customary licensing and confidentiality agreements as the successor Successor Servicer shall deem necessary to the Master Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in protect its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerinterests.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the Master Servicer's receipt by the Master Servicer of a notice of termination pursuant to Section 6.01 8.01 or an Opinion of Counsel Section 8.06 or resignation pursuant to Section 5.05 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 act7.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedof this Agreement, howeverexcept that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, that as the Seller shall have the right case may be, or be subject to either (a) immediately assume the duties any obligation of the Master Servicer to indemnify or (b) select a hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer; provided further, howeverincluding the Backup Servicer, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability the rights (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to any right of indemnity) of the Master Servicer. 67 Furthermore, the Backup Servicer Event shall have a right of Default which shall be made by such indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation which (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for advances previously made the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or expenses previously incurredofficial may have the power to prevent the Indenture Trustee or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, in the event of a termination of the Master Servicer pursuant to Section 8.01, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer onlyfinancial institution, having a net worth of not less than $10,000,00050,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, 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, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicerunder this Agreement. Pending appointment of a any such successor to the Master Servicer hereunderServicer, the Indenture Trustee shall be the successor and act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company Contracts it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture 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 Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture 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 Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 5.05 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 act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, that duties and liabilities of the initial Master Servicer in its capacity as the Seller shall have under the right to either Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or (b) select a obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is a Fannie Mae- institution, bank or Freddie Mac-approv▇▇ ▇▇r▇▇▇er, ▇▇▇ ▇▇▇h respect to a successor to the Master Servicer only, other mortgage loan servicer having a net worth of not less than $10,000,000, 10,000,000 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, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes will not be lowered as a result of the selection of the successor ratings assigned to the Master ServicerClass 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class 3-A-IO, Class 3-M-1, Class 3-M-2, Class 1-B-1 and Class 3-B-1 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Company Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 5.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the Mortgage Loans as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in its duties as good standing and shall agree to comply in all material respects with the successor to the Master Servicer rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (although such provisions ii) the predecessor Master Servicer shall continue cooperate with the successor Master Servicer in causing MERS to apply execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in its capacity as the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee); Trustee promptly upon receipt of the provisions original with evidence of Article V, however, shall apply to it recording thereon or a copy certified by the public recording office in its capacity as successor master servicerwhich such assignment was recorded.