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

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14, exceed to reimburse the Monthly Servicing FeeTrustee pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01, the Trustee (or the resignation of the such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferto make Advances; provided, provided however, that (i) the obligation of the Trustee will not assume any obligations of to make Advances is subject to the Company pursuant to standards set forth in Section 3.05 and (ii) 3.24 hereof. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to Countrywide, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts obligated to make a Monthly P&I Advance or omissions of a Monthly Advance (as defined in the Servicer occurring prior to such Service Transfer or for any breach Countrywide Agreement) if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB Loans (and on the Countrywide Loans, if the Servicer was acting as successor to Countrywide under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 7.01 hereof or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.06 hereof, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementhereof. As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeDistribution Account or otherwise) as the Servicer would have been entitled to receive hereunder if no such notice of termination had been given, as well as all protections and indemnification afforded the Servicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing finance institution having a net worth of not less than $40,000,000 and the regular business of which shall have included, for at least one year prior to such appointment, the servicing of a portfolio of manufactured housing receivables of not less than $100,000,000, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. No appointment of a successor to the Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Servicer under the Pooling and Servicing Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Servicer hereunder as provided above. Notwithstanding any of the foregoing, the successor Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.06(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Servicer and (ii) under Section 2.06(b) hereof to the extent the Servicer's obligation to effect remedial action as described in such capacity Section arose after the successor Servicer began serving as hereinabove providedServicer. It is understood that any predecessor Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Servicer, and shall remain responsible for effecting remedial actions described in Section 2.06(b) hereof (and for repurchasing Assets pursuant to such Section 2.06(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Servicer was the Servicer hereunder. In connection with such the appointment and assumptionof a successor Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on Contracts the related Assets as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% Servicer under the terms of the Certificateholders, exceed the Monthly Pooling and Servicing FeeAgreement. The Trustee and such successor servicer shall take such action, consistent with this the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Servicer shall maintain in force during the term of its service as Servicer the policy or policies that the Servicer is required to maintain pursuant to Section 3.16(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer and the Trustee receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that are in effect by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.23 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent of 100% Servicing Fee). The successor servicer shall be entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the Certificateholdersservicing to the successor servicer. The appointment of a successor servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.15 or to indemnify the parties indicated in Section 3.04 pursuant to the terms thereof, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. In the event of a Servicer Event of Default, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when notification of such event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer receives a notice of termination pursuant to Section 7.02 5.01, the Trustee (or the resignation of the such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that are in effect by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 2.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent of 100% Servicing Fee). The successor servicer shall be entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the Certificateholdersservicing to the successor servicer. The appointment of a successor servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 2.12 or to indemnify the parties indicated in Section 2.26 pursuant to the terms thereof, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the -------- ------- Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation -------- ------- shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, 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 resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify the Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as successor servicer (the "Successor Servicer"), and such ------------------ Successor Servicer shall accept its appointment by a written assumption in accordance with Section 12.01a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that they cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer then the Trustee shall be offer the successor in Servicer, for so long as People's Bank is the Servicer, the right to accept reassignment of all respects to of the Servicer in its capacity as servicer under this Agreement Receivables and the transactions set forth or provided for herein and shall be subject to Seller may accept reassignment of all the responsibilities, duties and liabilities relating thereto placed Receivables on the Servicer a date designated by the terms and provisions hereof and Seller (the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer"Reassignment Date"); provided, however, that if the short-term deposits or ----------------- -------- ------- long-term unsecured debt obligations of the Seller are not rated at the time of such purchase at least P-3 or Baa-3, respectively, by Xxxxx'x, no such purchase by the Seller shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the Seller. The reassignment deposit amount with respect to each Series for such reassignment shall be equal to the sum of (A) the higher of (x) the sum of (i) the Trustee will not assume any obligations Investor Interest of such Series as of the Company end of the Monthly Period preceding the Reassignment Date less the amount, if any, previously accumulated for the payment of principal with respect to such Series as provided in the related Supplement on the related Transfer Date following the date of such reassignment, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates less the amount, if any, accumulated to pay interest with respect to such Series as provided in the related Supplement on the Transfer Date following the date of such reassignment, accrued at the applicable Certificate Rate through the date of reassignment and (y) the average bid price quoted by two recognized dealers for a security similar to the Investor Certificates of each such Series and rated in the highest rating category by the Rating Agency and having a remaining maturity approximately equal to the remaining maturity of such Series and (B) if, as provided in the related Supplement, certain unpaid amounts to the Enhancement Provider with respect to such Series. The reassignment deposit amount with respect to each Series shall be deposited in the Collection Subaccount or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of such Series pursuant to Section 3.05 and (ii) 12.3 of the ------------ Agreement. Any payment with respect to the Enhancement Provider of any Series shall be made in the manner provided in the Supplement with respect to such Series. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall not automatically be liable for any acts or omissions of appointed the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of Successor Servicer. The Trustee may delegate any of its servicing obligations contained herein or to an agent in any related document or agreementaccordance with the provisions of subsection 3.1(b). As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. ----------------- Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicer of VISA or MasterCard credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be either appoint a successor servicer who is an Eligible Servicer or shall become the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof (including, without limitation, the obligation to make Monthly Advances pursuant to Section 8.04), and the Master Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee (or such other successor servicer) will not assume any obligations of the Company CIT Consumer Finance pursuant to Section 3.05 and (ii) the Trustee (or such other successor servicer) shall not be liable for any acts or omissions of the Master Servicer occurring prior to such Service Transfer or for any breach by the Servicer CIT Consumer Finance of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall (or such other successor servicer) shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer 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. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed be in excess of the Monthly Master Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The outgoing Master Servicer shall be obligated to pay the costs associated with the transfer of the servicing files and records to the Trustee (or other successor Master Servicer).

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, 12.1 the Trustee shall shall, and upon the Servicer's resignation pursuant to Section 11.5 the Trustee may, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementthis Agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution, having a net worth of not less than $100,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor Servicer hereunder. Pending appointment of a successor to under this Agreement; provided, that the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee Rating Agency Condition shall act be satisfied in connection with such capacity as hereinabove providedappointment. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Contracts Receivables as it and such successor Servicer shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer under this Agreement. The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as successor Servicer under this Section 12.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor. On and after (a) From the time either Servicer (and the Servicer Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the such Servicer in its capacity as servicer a Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as a successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant related Servicer to Section 3.05 and (ii) make Advances or Monthly Advances, as applicable. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as a successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the related Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as a successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the related Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts the related Mortgage Loans in an amount equal to the compensation which the related Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as a Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders of Certificates entitled to at least 51% of Voting Rights or the NIMS Insurer) receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01termination, the Trustee (or such other successor Servicer as is acceptable to the NIMS Insurer) shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 (other than with respect to Section 2.05(x)) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferhereof; provided, however, that (i) the Trustee will not shall immediately assume any the Servicer’s obligations of the Company to make Advances pursuant to Section 3.05 and (ii) 4.03; provided, further, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be liable for obligated to make Advances pursuant to Section 4.03; and provided further, that any acts failure to perform such duties or omissions of responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee as successor to the Servicer occurring prior to such Service Transfer or for any breach hereunder. It is understood and acknowledged by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing FeeFee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the aboveabove and subject to Section 7.02(b) below, the 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 Certificates entitled to actat least 51% of the Voting Rights or the NIMS Insurer so request in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer established mortgage loan servicing institution acceptable to each Rating Agency and the NIMS Insurer and having a net worth of not less than $15,000,000, as the successor to the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderunder this Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the NIMS Insurer pursuant to Section 6.03, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust Fund).

Trustee to Act; Appointment of Successor. On and after the time an Administrative Agent, if any, specified in the Servicer applicable Series Supplement receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.1, the Trustee shall be the successor in all respects to the Servicer Administrative Agent in its capacity as servicer Administrative Agent under this Agreement or the applicable Series Supplement and the transactions set forth or provided for herein and shall be subject and entitled to all the rights, responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer Administrative Agent (except for any representations or warranties of the Administrative Agent under this Agreement and except as otherwise provided herein or in the applicable Series Supplement) by the terms and provisions hereof and including the Servicer shall be relieved of such responsibilitiesAdministrative Agent's obligation, duties and liabilities arising after such Service Transferif any, to make Advances pursuant to Section 4.3; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for obligated to make such Advances pursuant to Section 4.3; and provided further, that any acts failure to perform such duties or omissions of the Servicer occurring prior to such Service Transfer or for any breach responsibilities caused by the Servicer of any of its obligations contained herein or in any related document or agreementAdministrative Agent's failure to provide information required by Section 7.1 shall not be considered a default by the Trustee as successor to the Administrative Agent hereunder. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out the amounts relating to the Term Assets of a given Series to which such Administrative Agent would have been entitled if the Monthly Servicing FeeAdministrative Agent had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Holders of Certificates of such Series evidencing not less than the Required Percentage--Administrative Agent Termination of the aggregate Voting Rights, so request in writing to actthe Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer Administrative Agent acceptable to the Rating Agency (such acceptance to be evidenced by satisfaction of the Rating Agency Condition with respect to such appointment) and having a net worth of not less than $15,000,000, as the successor to the Servicer hereunder such Administrative Agent under this Agreement with respect to such Series in the assumption of all or any part of the responsibilities, duties or liabilities of such Administrative Agent under this Agreement with respect to such Series. The Trustee, the Servicer hereunderDepositor and any such successor Administrative Agent may agree upon the compensation to be paid with respect thereto; provided, however, that in no event shall such compensation be greater than the compensation payable to the Administrative Agent under this Agreement. No appointment of a successor Administrative Agent under this Agreement shall be effective until the assumption by the successor Administrative Agent of all the responsibilities, duties and liabilities placed on the Administrative Agent hereunder and under the related Series Supplement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingAdministrative Agent under this Agreement, the Trustee shall act in such capacity as and to the extent hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Master Servicer's receipt of notice of termination pursuant to Section 7.02 8.01 or the resignation of the Servicer in accordance with pursuant to Section 12.017.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and of this Agreement, except that the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Indenture Trustee shall not be liable for 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 be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementprevious Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Master Servicer would have been entitled to 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 the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders (or Certificateholders) from effecting a transfer of servicing. Notwithstanding the above, 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, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution, having a net worth of not less than $50,000,000 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 Servicer hereunderunder this Agreement. Pending appointment of a any such successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingMaster Servicer, the Indenture Trustee shall 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 Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, shall be in excess of that permitted the Master Servicer under this Agreement without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeInsurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each such Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each Outstanding Series pursuant to Section 12.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its obligations contained herein or in any related document or agreement. As compensation thereforappointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be entitled appointed the Successor Servicer (but shall have continued authority to receive reasonable compensation out of the Monthly Servicing Feeappoint another Person as Successor Servicer). Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA(R) or MasterCard(R) credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in accordance the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee (not to exceed 90 days from the date of delivery of such notice). The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), with Section 12.01the consent of any Enhancement Provider, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee, the Transferors and any Enhancement Provider. The Transferors shall have the right to nominate to the Trustee the name of a potential successor servicer which nominee shall be selected by the Trustee as the Successor Servicer, subject to the consent of any Enhancement Provider. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall be offer the successor in all respects Transferors the right to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to accept reassignment of all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service TransferReceivables; provided, however, that no such reassignment shall occur unless the Transferors shall deliver to the Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to the Trustee that such reassignment would not constitute a fraudulent conveyance by the Transferor. The reassignment deposit amount for such a reassignment shall be equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in any principal funding account), plus (i) accrued interest thereon, at the Trustee will not assume any obligations applicable Certificate Rate (through the end of the Company pursuant to Section 3.05 Due Period for the subsequent Distribution Date of reassignment), and (ii) any unpaid amounts payable to any Enhancement Provider under the Trustee shall applicable Enhancement agreement. In the event that a Successor Servicer has not be liable for any acts or omissions of been appointed and has not accepted its appointment at the time when the Servicer occurring prior ceases to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforact as Servicer, the Trustee (as trustee hereunder) without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor Notwithstanding anything to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act contrary in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as the entire amount of the reassignment deposit amount shall be necessary distributed to effectuate the Investor Certificateholders of the related Series on the subsequent Distribution Date for such Series pursuant to Section 12.03 (except for the applicable Repayment Amount and other amounts payable to any Enhancement Provider under the applicable Enhancement agreement, which amounts shall be distributed to such successionEnhancement Provider.)

Trustee to Act; Appointment of Successor. On and after the time (a) If the Servicer (and the Trustee if notice is sent by the Holders or the Class A-1 Insurer) receives a notice of termination pursuant to Section 7.02 7.01, the Trustee (or the resignation of the such other successor Servicer as is approved in accordance with Section 12.01this Agreement), unless the Class A-1 Insurer shall have named an alternative successor Servicer and given written notice thereof to the Trustee of at least 30 days prior to the effective date of the transfer of servicing to such successor, subject to and to the extent provided in Section 3.05, shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferto make Advances; provided, provided however, that (i) the obligation of the Trustee will not assume any obligations of to make Advances is subject to the Company pursuant to standards set forth in Section 3.05 and (ii) 3.24 hereof. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies and any such successor Servicer shall be acceptable to the Class A-1 Insurer. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach make a Monthly P&I Advance if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to XxxxxXxxxx, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts obligated to make a WMB Monthly P&I Advance or omissions of the Servicer occurring prior to such Service Transfer or for any breach GreenPoint Monthly P&I Advance if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB Loans (and on the GreenPoint Loans, if the Servicer was acting as successor to XxxxxXxxxx under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including without limitation, the obligation to make Monthly Advances and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpay Compensating Interest. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any Class of Class A Certificates by any Rating Agency. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any 7-2 obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 8.1, or the upon resignation of the Servicer in accordance with pursuant to Section 12.017.4, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilitiesthis Agreement, duties and liabilities arising after such Service Transfer; provided, however, except that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpurchase Contracts pursuant to Section 3.7. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution acceptable to the Insurer, having a net worth or not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderunder this Agreement. Pending appointment of a any such successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingServicer, the Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such the successor out of payments on Contracts as it and such successor shall agree; provided, however, (i) that such amount shall equal the product of a fixed percentage rate and the Scheduled Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such monthly compensation shall, without shall be in excess of that previously permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer under this Agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives Servicer's receipt of a notice of termination Termination Notice pursuant to Section 7.02 10.1, Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by Trustee in writing or, if no such date is specified in the resignation Termination Notice, or otherwise specified by Trustee, until a date mutually agreed upon by Servicer and Trustee. Trustee shall, as promptly as possible after the giving of a Termination Notice, nominate an Eligible Servicer as successor servicer (the "Successor Servicer"); provided that (i) in so appointing any Successor Servicer, Trustee shall give due consideration to any Successor Servicer proposed by any Required Person, (ii) such Successor Servicer is approved by the Required Persons and (iii) such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to Trustee and each Required Person. Any Person who is nominated to be a Successor Servicer shall accept its appointment by a written assumption in form and substance acceptable to Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Trustee without further action shall automatically be appointed the Successor Servicer. Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with Section 12.013.1(b). If Trustee is prohibited by applicable law from performing the duties of Servicer hereunder, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or may petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the a Successor Servicer hereunder. Pending Trustee shall give prompt notice to the Rating Agencies and each Investor Certificateholder upon the appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefora Termination Notice pursuant to Section 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or as otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall be entitled to receive reasonable compensation out notify each Rating Agency and the Transferor of such removal of the Monthly Servicing FeeServicer. Notwithstanding the above, the The Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to actas promptly as possible after the giving of a Termination Notice, appointappoint a successor servicer (the “Successor Servicer”), or petition and such Successor Servicer shall accept its appointment by a court of competent jurisdiction to appoint, an Eligible Servicer as the successor written assumption in a form acceptable to the Trustee. If such Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor is unable to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in accept such capacity as hereinabove provided. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer’s Certificate of the Servicer to the effect that it cannot in good faith cure the Servicer Default which gave rise to a Termination Notice, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee, except in the case of a Servicer Default set forth in subsection 10.1(d), shall offer the Transferor the right to accept reassignment of all of the Receivables for an amount equal to the compensation Aggregate Invested Amount on the date of such successor out purchase plus all interest accrued but unpaid on all of payments on Contracts as it and the outstanding Investor Securities at the applicable Security Rate through the date of such successor shall agreepurchase; provided, however, that no such monthly compensation shall, without purchase by the written consent Transferor shall occur unless the Transferor shall deliver an Opinion of 100% Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the CertificateholdersTransferor. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, exceed as provided in the Monthly Servicing Feerelated Supplement, for distribution to the Investor Securityholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). The Trustee may delegate any of its servicing obligations to an affiliate or agent of the Trustee in accordance with Article III hereof. Any such delegations shall not relieve the Trustee of its liability and responsibility with respect to such successor shall take such actionduties. Notwithstanding the above, consistent with this Agreementthe Trustee shall, if it is legally unable to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables similar to the Receivables as shall be necessary to effectuate any such successionthe Successor Servicer hereunder.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefora Termination Notice pursuant to Section 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or as otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall be entitled to receive reasonable compensation out notify each Rating Agency of such removal of the Monthly Servicing FeeServicer. Notwithstanding the above, the The Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to actas promptly as possible after the giving of a Termination Notice, appointappoint a successor servicer (the "Successor Servicer"), or petition and such Successor Servicer shall accept its appointment by a court of competent jurisdiction to appoint, an Eligible Servicer as the successor written assumption in a form acceptable to the Trustee. If such Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor is unable to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in accept such capacity as hereinabove provided. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall offer the Transferor the right to accept reassignment of all of the Receivables for an amount equal to the compensation Aggregate Invested Amount on the date of such successor out purchase plus all interest accrued but unpaid on all of payments on Contracts as it and the outstanding Investor Certificates at the applicable Certificate Rate through the date of such successor shall agreepurchase; provided, however, that no such monthly compensation shall, without purchase by the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor Transferor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.-------- ------- occur unless the

Trustee to Act; Appointment of Successor. On and after the ---------------------------------------- time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee -------- ------- will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without -------- ------- the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 8.1 or the resignation of the Servicer in accordance with pursuant to Section 12.017.4, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) Agreement, except that the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpurchase Contracts pursuant to Section 3.7. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution acceptable to the Insurer, having a net worth or not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer hereunder in under the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderAgreement. Pending appointment of a any such successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingServicer, the Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such the successor out of payments on Contracts as it and such successor shall agree; provided, however, (i) that such amount shall equal the product of a fixed percentage rate and the Scheduled Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such monthly compensation shall, without shall be in excess of that previously permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer under this Agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.01, the Trustee Back-up Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Back-up Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferto make Advances; provided, provided however, that (i) the Trustee will not assume any obligations obligation of the Company Back-up Servicer to make Advances is subject to the standards set forth in Section 3.25 hereof. Notwithstanding the foregoing, the Back-up Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation for acting as successor Servicer, the Backup Servicer (or other successor Servicer) shall receive the Servicing Fee. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 and (ii) 3.11 or to indemnify the Trustee pursuant to Section 3.06, nor shall not any successor Servicer (including the Backup Servicer or the Trustee as successor Servicer) be liable for any acts or omissions of the predecessor Servicer occurring prior to such Service Transfer or for any breach by the such Servicer of any of its obligations representations or warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the assets of the Issuing Entity) or if not paid, then by the Trustee from the Trust Fund.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer acceptable to the Certificate Insurer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach make a Monthly P&I Advance with respect to a WMB-Serviced Loan if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB-Serviced Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 7.01 hereof or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.06 hereof, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementhereof. As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeDistribution Account or otherwise), as the Servicer would have been entitled to receive hereunder if no such notice of termination had been given, as well as all protections and indemnification afforded the Servicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing finance institution having a net worth of not less than $40,000,000 and the regular business of which shall have included, for at least one year prior to such appointment, the servicing of a portfolio of manufactured housing receivables of not less than $100,000,000, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. No appointment of a successor to the Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Servicer under the Pooling and Servicing Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Servicer hereunder as provided above. Notwithstanding any of the foregoing, the successor Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.06(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Servicer and (ii) under Section 2.06(b) hereof to the extent the Servicer's obligation to effect remedial action as described in such capacity Section arose after the successor Servicer began serving as hereinabove providedServicer. It is understood that any predecessor Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Servicer, and shall remain responsible for effecting remedial actions described in Section 2.06(b) hereof (and for repurchasing Assets pursuant to such Section 2.06(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Servicer was the Servicer hereunder. In connection with such the appointment and assumptionof a successor Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on Contracts the related Assets as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% Servicer under the terms of the Certificateholders, exceed the Monthly Pooling and Servicing FeeAgreement. The Trustee and such successor servicer shall take such action, consistent with this the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Servicer shall maintain in force during the term of its service as Servicer the policy or policies that the Servicer is required to maintain pursuant to Section 3.16(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. Notwithstanding anything else herein to the contrary, in no event shall the Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth for herein. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee Backup Servicer, following its appointment, or the Trustee, as applicable, shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that neither the Trustee nor the Backup Servicer (i) the Trustee will not shall assume any obligations of the Company Originator pursuant to Section 3.05 and 3.06 or (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement; and provided further that no removal or resignation of the Servicer shall become effective until the Backup Servicer, a successor Servicer or the Trustee, as applicable, shall have assumed the Servicer's responsibilities and obligations. As compensation therefor, the Backup Servicer shall be entitled to the Monthly Servicing Fee and Backup Servicing Fee, or to the extent that the Trustee assumes the servicing responsibilities, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it and the Backup Servicer shall be unwilling so to act, or shall, if it is and the Backup Servicer are legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in accordance the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee (not to exceed 90 days from the date of delivery of such notice). The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), with Section 12.01the consent of any Enhancement Provider, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee, the Transferor and any Enhancement Provider. The Transferor shall have the right to nominate to the Trustee the name of a potential successor servicer which nominee shall be selected by the Trustee as the Successor Servicer, subject to the consent of any Enhancement Provider. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall be offer the successor in all respects Transferor the right to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to accept reassignment of all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service TransferReceivables; provided, however, that no such reassignment shall occur unless the Transferor shall deliver to the Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to the Trustee that such reassignment would not constitute a fraudulent conveyance by the Transferor. The reassignment deposit amount for such a reassignment shall be equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in any principal funding account), plus (i) an amount equal to all accrued but unpaid interest on the Trustee will not assume any obligations Certificates of all Series at the applicable Certificate Rates through the end of the Company pursuant to Section 3.05 applicable interest accrual periods of such Series and (ii) any unpaid amounts payable to any Enhancement Provider under the Trustee shall applicable Enhancement agreement. In the event that a Successor Servicer has not be liable for any acts or omissions of been appointed and has not accepted its appointment at the time when the Servicer occurring prior ceases to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforact as Servicer, the Trustee (as trustee hereunder) without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor Notwithstanding anything to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act contrary in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as the entire amount of the reassignment deposit amount shall be necessary distributed to effectuate the Investor Certificateholders of the related Series on the subsequent Distribution Date for such Series pursuant to Section 12.3 (except for amounts payable to any Enhancement Provider under the applicable Enhancement Agreement, which amounts shall be distributed to such successionEnhancement Provider.)

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, 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 resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor Servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in accordance with Section 12.01a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer's Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations notify each Credit Enhancement Provider of the Company pursuant proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to Section 3.05 bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Trustee shall not be liable for any acts or omissions Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer occurring prior to such Service Transfer or for any breach by has not been appointed and has not accepted its appointment at the time when the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforceases to act as Servicer, the Trustee without further action shall automatically be entitled appointed the Successor Servicer upon the later to receive reasonable compensation out occur of (A) the Monthly Servicing Fee60th day after the Termination Notice and (B) the Servicer ceases to act as Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of revolving credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor The Servicer shall provide the Trustee access to the Servicer hereunder, unless documentation and any software relating to the Receivables and the Collections and to any personnel having knowledge of such documentation or software when the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity obligated to serve as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.1, 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 Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 12.01Sections 3.1(b) and 8.7. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to the Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. (c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Distribution Date equal to any Collections of Finance Charge Receivables allocable to Investor Securityholders of such responsibilities, duties Series which are payable to the Holders of the Transferor Securities after payment of all amounts owing to the Investor Securityholders of such Series with respect to such Distribution Date or required to be deposited in the applicable Series Accounts with respect to such Distribution Date and liabilities arising after any amounts required to be paid to any Series Enhancer for such Service TransferSeries with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that (i) the Trustee will not assume any obligations Holders of the Company pursuant to Section 3.05 Transferor Securities shall be responsible for payment of their portion of such aggregate Servicing Fees and (ii) the Trustee shall not be liable for any acts or omissions all other such amounts in excess of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer aggregate Servicing Fees. Each holder of any of its obligations contained herein the Transferor's Securities agrees that, if Holdings (or in any related document or agreement. As compensation thereforSuccessor Servicer) is terminated as Servicer hereunder, the Trustee shall be portion of the Collections in respect of Finance Charge Receivables that the Transferor is entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it pursuant to this Agreement or any Supplement shall be unwilling so reduced by an amount sufficient to act, or shall, if it is legally unable so to act, appoint, or petition a court pay the Transferor's share of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the Trustee receives the resignation of the Servicer in accordance with 129 clause (i) of the first sentence of Section 12.016.04 accompanied by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of that have accrued after such termination other than those responsibilities, duties and liabilities of the Servicer arising after such Service Transferunder Section 2.03; provided, however, that (i) any failure to perform such duties or responsibilities caused by the Servicer's failure to comply with Section 7.01 shall not be considered a default by the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) hereunder. In its capacity as such successor, the Trustee shall not be liable for any acts or omissions have the same limitation of liability herein granted to the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementServicer. As compensation thereforfor serving as the successor to the Servicer, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given, including, without limitation, the Monthly Servicing Fee, the Special Servicing Fee and the Liquidation Fee and the Modification Fee. Notwithstanding the aboveanything contained herein, the Trustee may, if it shall be is unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending , any established finance institution or mortgage loan servicing institution whose appointment would not result in a downgrade, qualification or withdrawal by the Rating Agency of a successor its then-current rating of any Class of Regular Certificates; provided, however, that until such appointment and assumption, the Trustee, or the Servicer in the case of its resignation pursuant to clause (ii) of the first sentence of Section 6.04, will continue to perform the servicing obligations pursuant to this Agreement to the extent set forth above. In the case of the resignation of the Servicer hereunder, unless pursuant to clause (ii) of the Trustee is prohibited by law from so actingfirst sentence of Section 6.04, the Trustee shall act in such capacity as hereinabove providedappoint any institution meeting the foregoing requirements selected by the Servicer and reasonably acceptable to the Trustee. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly 130 compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee Trustee, the Depositor, the Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Trustee nor any successor servicer shall be deemed to be in default of any of its obligations under this Section 7.04 if and to the extent that such default arises from failure of the Servicer to timely provide all applicable books, records and other documents necessary to effectuate the sale, transfer or assignment of servicing rights to the Trustee or a successor servicer in accordance with this Section 7.04.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 8.01, the Trustee (or the resignation of the such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof thereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would be entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to this Agreement (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy to indemnify the Trustee, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust) pursuant to Section 6.01(b).

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor 123 Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after (a) From the time either Servicer (and the Servicer Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the such Servicer in its capacity as servicer a Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as a successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant related Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as a successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the related Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as a successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the related Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts the related Mortgage Loans in an amount equal to the compensation which the related Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as a Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.1, 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 Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 12.01Sections 3.1(b) and 8.7. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to the Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. (c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Distribution Date equal to any Collections of Finance Charge Receivables allocable to Investor Certificateholders of such responsibilities, duties Series which are payable to the Holders of the Transferor Certificates after payment of all amounts owing to the Investor Certificateholders of such Series with respect to such Distribution Date or required to be deposited in the applicable Series Accounts with respect to such Distribution Date and liabilities arising after any amounts required to be paid to any Series Enhancer for such Service TransferSeries with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that (i) the Trustee will not assume any obligations Holders of the Company Transferor Certificates shall be responsible for payment of their portion of such aggregate Servicing Fees and all other such amounts in excess of such aggregate Servicing Fees. Each holder of any of the Transferor's Certificates agrees that, if Holdings (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that the Transferor is entitled to receive pursuant to this Agreement or any Supplement shall be reduced by an amount sufficient to pay the Transferor's share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 3.05 12.1, and (ii) shall pass to and be vested in the Trustee shall not be liable for any Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or omissions things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer occurring prior to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to Holdings or its designee in such Service Transfer or for any breach by electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it in the manner and at such times as it shall reasonably request. To the extent that compliance with this Section shall require the Successor Servicer to disclose to Holdings information of any of its obligations contained herein or in any related document or agreement. As compensation thereforkind which the Successor Servicer deems to be confidential, the Trustee Holdings shall be entitled required to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer enter into such customary licensing and confidentiality agreements as the successor to the Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be deem necessary to effectuate any such succession.protect its interests. Section 10.3

Trustee to Act; Appointment of Successor. On and after the time date the Servicer receives a notice of termination pursuant to Section 7.02 12.1, or the Trustee receives the resignation of the Servicer in accordance with evidenced by an Opinion of Counsel or accompanied by the consents required by Section 12.0110.4, or the Servicer is removed as Servicer pursuant to this Article XII, then, subject to Section 5.7, the Trustee shall be the successor Servicer unless the Certificate Insurer or the Trustee (with the consent of the Certificate Insurer) shall appoint a successor Servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferhereof; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee successor Servicer shall not be liable for any acts or omissions actions of any servicer prior to it; provided further, however, that if a successor servicer cannot be retained in a timely manner, the Trustee shall act as successor Servicer. In the event the Trustee assumes the responsibilities of the Servicer occurring pursuant to this Section 12.2, the Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The Trustee, as successor servicer, and any other successor servicer shall be obligated to pay Compensating Interest, and to make advances unless, but only to the extent the Trustee or the other successor Servicer, as applicable, determines reasonably and in good faith that such advances would be recoverable, any determination to the contrary to be evidenced by a certification of a Responsible Officer of the Trustee or the other successor Servicer, as applicable, delivered to the Certificate Insurer. In the case that the Trustee serves as successor servicer, the Trustee in such capacity shall not be liable for any servicing of the Mortgage Loans prior to such Service Transfer or for any breach by the its date of appointment. The successor Servicer of any of its obligations contained herein or in any related document or agreementshall be obligated to make Servicing Advances hereunder. As compensation therefor, the Trustee successor Servicer appointed pursuant to this Section, shall be entitled to all funds relating to the Mortgage Loans which the Servicer would have been entitled to receive reasonable from the Collection Accounts pursuant to Section 6.1 as if the Servicer had continued to act as servicer hereunder, together with other servicing compensation out in the form of assumption fees, late payment charges or otherwise as provided in Section 8.3. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Monthly Trustee, to the successor Servicer. The compensation of any successor servicer (including the Trustee) so appointed shall be the Servicing FeeFees, together with other Servicing Compensation provided for herein. Notwithstanding In the aboveevent the Trustee is required to solicit bids to appoint a successor Servicer, the Trustee mayshall solicit, if it by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions that: (i) have a net worth of not less than $25,000,000, (ii) have a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 5.3 and (iii) would not cause any rating of any Class of the Certificates in effect immediately prior to such assignment to be qualified, downgraded or withdrawn (without regard to the Certificate Insurance Policies), as evidenced by a letter from each Rating Agency to such effect. Such public announcement shall specify that the successor Servicer shall be unwilling entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid so long as such party is acceptable to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the Certificate Insurer. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Trustee. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee, the Depositor, any Custodian, the Servicer and any such successor Servicer shall take such action, consistent with this Agreement, as shall 130 be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the assumption termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any part of delay in making, any distribution hereunder or any portion thereof caused by (i) the responsibilities, duties or liabilities 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. No appointment of a successor to the Servicer hereunder shall be effective until the Trustee and the Certificate Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to the Depositor and the Certificateholders. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on Contracts the Mortgage Loans as it and such successor servicer shall agree; provided, however, that no such monthly compensation shallshall be in excess of that permitted the Servicer pursuant to Section 8.3, without the written consent of 100% of the Certificateholders, exceed the Monthly together with other Servicing FeeCompensation. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. The Certificate Insurer shall have the right to remove the Trustee as successor servicer under this Section 12.2 without cause, and the Trustee shall appoint such other successor shall take such actionservicer as directed by the Certificate Insurer. In connection with any transfer of servicing responsibilities pursuant to this Section 12.2, consistent with this Agreement, as the replaced Servicer shall be necessary to effectuate any responsible for all costs and expenses in connection with such successiontransfer.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.1, 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 Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 12.01Sections 3.1(b) and 8.7. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to the Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. (c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Distribution Date equal to any Collections of Finance Charge Receivables allocable to Investor Securityholders of such responsibilities, duties Series which are payable to the Holders of the Transferor Securities after payment of all amounts owing to the Investor Securityholders of such Series with respect to such Distribution Date or required to be deposited in the applicable Series Accounts with respect to such Distribution Date and liabilities arising after any amounts required to be paid to any Series Enhancer for such Service TransferSeries with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that (i) the Trustee will not assume any obligations Holders of the Company Transferor Securities shall be responsible for payment of their portion of such aggregate Servicing Fees and all other such amounts in excess of such aggregate Servicing Fees. Each holder of any of the Transferor's Securities agrees that, if Holdings (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that the Transferor is entitled to receive pursuant to this Agreement or any Supplement shall be reduced by an amount sufficient to pay the Transferor's share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 3.05 12.1, and (ii) shall pass to and be vested in the Trustee shall not be liable for any Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or omissions things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer occurring prior to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to Holdings or its designee in such Service Transfer or for any breach by electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it in the manner and at such times as it shall reasonably request. To the extent that compliance with this Section shall require the Successor Servicer to disclose to Holdings information of any of its obligations contained herein or in any related document or agreement. As compensation thereforkind which the Successor Servicer deems to be confidential, the Trustee Holdings shall be entitled required to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer enter into such customary licensing and confidentiality agreements as the successor to the Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be deem necessary to effectuate any such succession.protect its interests. Section 10.3

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and the Master Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company CIT Consumer Finance pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Master Servicer occurring prior to such Service Transfer or for any breach by the Servicer CIT Consumer Finance of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer 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. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed be in excess of the Monthly Master Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer default which gave rise to a transfer of servicing, and the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall offer such Enhancement Provider the opportunity to bid on the Receivables. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its obligations contained herein or in any related document or agreement. As compensation thereforappointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial 77 institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA or MasterCard credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending The Trustee shall notify each Rating Agency upon the appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to Countrywide, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts obligated to make a Monthly P&I Advance or omissions of a Monthly Advance (as defined in the Servicer occurring prior to such Service Transfer or for any breach Countrywide Agreement) if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB Loans (and on the Countrywide Loans, if the Servicer was acting as successor to Countrywide under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company CITSF pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer CITSF of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.hereinabove

Trustee to Act; Appointment of Successor. (a) On and after the time the receipt by any Master Servicer receives for any Series of a notice of termination Termination Notice pursuant to Section 7.02 10.01 or the upon a resignation of the by any such Master Servicer in accordance with pursuant to Section 12.018.05, the Trustee such Master Servicer shall be the successor in continue to perform all respects to the Servicer in its capacity as servicer servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilitiesapplicable Supplement, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that until (i) in the case of any such receipt, the date specified in such Termination Notice or otherwise specified by the Trustee will not assume any obligations of in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Company pursuant to Section 3.05 Trustee, until a date mutually agreed upon by such Master Servicer and the Trustee, and (ii) in the case of any such resignation, until the Trustee or a Successor Servicer shall not have assumed the responsibilities and obligations of such Master Servicer pursuant to this Section. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint an Eligible Master Servicer (which, unless the Back-up Servicer has given notice to the Trustee that it shall be liable for any acts unable to perform such services or omissions the Back-up Servicing Agreement shall have previously been terminated, shall be the Back-up Servicer) as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee (which such notice, in the case of the Back-up Servicer, shall be given by the Back-up Servicer occurring prior within two Business Days after any such notice of appointment as required pursuant to the Back-up Servicing Agreement). In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 60 days after the date of such Termination Notice or at the time when such terminated or resigning Master Servicer ceases to act as a Master Servicer hereunder, the Trustee without further action shall automatically be appointed the Successor Servicer with respect to those Series for which such terminated or resigning Master Servicer acted in such capacity. Subsequent to such Service Transfer or for any breach by appointment, the Trustee may cease to act as the Master Servicer with respect to such Series provided that another Successor Servicer is appointed therefor in accordance with and subject to the terms of this Agreement. The Trustee may delegate any of its servicing obligations contained herein to an Affiliate or agent in any related document or agreementaccordance with the terms of this Agreement. As compensation thereforNotwithstanding the foregoing, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to actact as Successor Servicer, appoint, or petition a court of competent jurisdiction to appoint, appoint any established institution that is an Eligible Master Servicer (other than the Trustee) as the successor to the Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor with respect to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSeries.

Trustee to Act; Appointment of Successor. On and ---------------------------------------- after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee Backup Servicer, following its appointment, or the Trustee, as applicable, shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that neither the Trustee nor the Backup Servicer (i) the Trustee will not shall assume any obligations of the Company Originator pursuant to Section 3.05 and 3.06 or (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement; and provided further that no removal or resignation of the Servicer shall become effective until the Backup Servicer, a successor Servicer or the Trustee, as applicable, shall have assumed the Servicer's responsibilities and obligations. As compensation therefor, the Backup Servicer shall be entitled to the Monthly Servicing Fee and Backup Servicing Fee, or to the extent that the Trustee assumes the servicing responsibilities, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it and the Backup Servicer shall be unwilling so to act, or shall, if it is and the Backup Servicer are legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof (including, without limitation, the obligation to make Monthly Advances pursuant to Section 8.04), and the Master Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company CIT Consumer Finance pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Master Servicer occurring prior to such Service Transfer or for any breach by the Servicer CIT Consumer Finance of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer 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. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed be in excess of the Monthly Master Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and or shall appoint a successor pursuant to Section 3.07. Notwithstanding the Servicer shall be relieved of such responsibilitiesforegoing, duties and liabilities arising after such Service Transfer; providedthe parties hereto agree that the Trustee, howeverin its capacity as successor Servicer, that (i) will immediately assume the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 make Periodic Advances and (ii) Servicing Advances and all of the Trustee shall not be liable for any acts or omissions rights of the Servicer occurring prior to receive reimbursement for such Service Transfer or for any breach by Advances. The Trustee will assume all other rights and duties of the Servicer as soon as practicable, but in no event later than 90 days after the Trustee becomes successor Servicer (the "Transition Period"). Notwithstanding anything provided herein to the contrary, under no circumstances shall any provision of this Agreement be construed to require the Trustee, acting in its capacity as successor to the Servicer in its obligation to make Advances, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its obligations contained herein or in any related document or agreementduties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. As Subject to Section 8.05(b), as compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the terminated Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement, including any act, omission or breach of the predecessor Servicer during the Transition Period. Pending appointment of a successor to the terminated Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Feeprovided above. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Trustee or any other successor Servicer shall be entitled to be reimbursed for its costs associated with the transfer of servicing from the predecessor Servicer in the manner set forth in Section 3.07 to the extent such amounts are not paid by such predecessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 8.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.017.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer's prior written consent which consent shall not be unreasonably withheld and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts 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 it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Trustee pursuant to Section 7.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the sum of the Monthly Servicing Fee plus the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and the Master Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company CIT Consumer Finance pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Master Servicer occurring prior to such Service Transfer or for any breach by the Servicer CIT Consumer Finance of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Master Servicer 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. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed be in excess of the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the -------- ------- Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, -------- ------- that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives (a) No appointment of a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and or the transactions set forth or provided for herein and Special Servicer hereunder shall be subject to effective until the assumption by such successor of all the Servicer’s or Special Servicer’s responsibilities, duties and liabilities relating thereto placed on hereunder. (b) Notwithstanding anything herein to the Servicer by contrary but subject to the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations rights of the Company Directing Holder pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above6.03(f), the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Noteholders entitled to acta majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer, appoint, or petition promptly appoint a court of competent jurisdiction to appoint, an Eligible Qualified Servicer as the successor to the Servicer hereunder in or Special Servicer, as the assumption case may be, of all or any part of the responsibilities, duties or and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee is shall be prohibited by law from so actingacting or is unable to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Commercial Real Estate Loans or otherwise as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.00000000.00.XXXXXXXX -109-

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, 19.1 the Trustee shall shall, and upon the Servicer's resignation pursuant to Section 18.5 the Trustee may, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementAgreement. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCertificate Account or otherwise) as the Servicer would have been entitled to under the Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible any established financial institution, having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor Servicer as under the Agreement; provided, that the appointment of any such successor Servicer will not result in the withdrawal or reduction of the outstanding ratings assigned to the Servicer hereunder in Certificates by the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove providedRating Agencies. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Contracts Receivables as it and such successor Servicer shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of Servicer under the Certificateholders, exceed the Monthly Servicing FeeAgreement. The Trustee and such successor Servicer shall take such action, consistent with this the Agreement, as shall be necessary to effectuate any such succession. Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as successor Servicer under this Section 19.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under the Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives Servicer's receipt of a notice of termination Termination Notice pursuant to Section 7.02 10.1, Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by Transferor (acting upon the instruction of the Trustee or the resignation Required Series Holders for each outstanding Series) in writing or, if no such date is specified in the Termination Notice, or otherwise specified by Transferor (acting upon the page 66 instruction of the Trustee or the Required Series Holders for each outstanding Series), until a date mutually agreed upon by Servicer and Transferor (acting upon the instruction of the Trustee or the Required Series Holders for each outstanding Series). Transferor (acting upon the instruction of the Trustee or the Required Series Holders for each outstanding Series) shall, as promptly as possible after the giving of a Termination Notice, nominate an Eligible Servicer as successor servicer (the "Successor Servicer"); provided that (a) in so appointing any Successor Servicer, Trustee shall give due consideration to any Successor Servicer proposed by any Agent and (b) the Successor Servicer shall accept its appointment by a written assumption in a form acceptable to Transferor (acting upon instruction from the Trustee) and each Agent. Any Person who is nominated to be a Successor Servicer shall accept its appointment by a written assumption in form and substance acceptable to Transferor (acting upon instruction from the Trustee). In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Trustee without further action shall automatically be appointed the Successor Servicer. Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with Section 12.013.1(b). If Trustee is prohibited by applicable law from performing the duties of Servicer hereunder, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or may petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the a Successor Servicer hereunder. Pending Trustee shall give prompt notice to the Rating Agencies and each Investor Certificateholder upon the appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 4.16 or receipt by the Trustee of a Resignation Notice pursuant to Section 4.13, the Servicer shall continue to perform all servicing functions under this Indenture until a Successor Servicer shall have been appointed or in the case of a Termination Notice, until the date specified in the Termination Notice or agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the receipt of a Resignation Notice or the resignation giving of a Termination Notice, with the consent of any Enhancement Provider (unless the applicable Supplement specifies otherwise), which consent shall not be unreasonably withheld, appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Within one year after the Successor Servicer appointed by the Trustee accepts its appointment, the Required Beneficiaries may appoint a Successor Servicer to replace the Successor Servicer appointed by the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer (whether pursuant to Section 4.16 or Section 4.13), the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee, as Successor Servicer, may delegate any of its servicing obligations to an affiliate or agent in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee4.15 hereof. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act or is unwilling so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible appoint a Successor Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Successor Servicer hereunder, unless the Trustee is prohibited by law from so acting, in which event the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, Servicer until the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeSuccessor Servicer is appointed. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary immediately give notice to effectuate any such successionthe Rating Agencies upon the appointment of a Successor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after Servicer's receipt of a Termination Notice pursuant to SECTION 10.1, Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by Issuer (acting upon the instruction of Trustee or the Required Holders) in writing or, if no such date is specified in the Termination Notice, or otherwise specified by Issuer (acting upon the instruction of Trustee or the Required Holders), until a date mutually agreed upon by Servicer and Issuer (acting upon the instruction of Trustee or the Required Holders). Issuer (acting upon the instruction of Trustee or the Required Holders) shall, as promptly as possible after the giving of a Termination Notice, nominate an Eligible Servicer as successor servicer (the "SUCCESSOR SERVICER"); PROVIDED that the Successor Servicer shall accept its appointment by a written assumption in a form acceptable to Issuer (acting upon instruction from Trustee). Any Person who is nominated to be a Successor Servicer shall accept its appointment by a written assumption in form and substance acceptable to Issuer (acting upon instruction from Trustee). In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Trustee without further action shall automatically be appointed the Servicer receives a notice Successor Servicer. Trustee may delegate any of termination pursuant its servicing obligations to Section 7.02 an affiliate or the resignation of the Servicer agent in accordance with Section 12.01SECTION 3.1(b). If Trustee is prohibited by applicable law from performing the duties of Servicer hereunder, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or may petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the a Successor Servicer hereunder. Pending Trustee shall give prompt notice to the Rating Agencies and each Noteholder upon the appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions 114 set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On (a) If an Event of Default shall occur, then, in each and after every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the time Servicing Agreement, the Trustee, by notice in writing to the Servicer receives (with a notice copy to the Holders of termination pursuant to Section 7.02 or the resignation Class A1 Certificates) may, and shall, if so directed by Certificateholders evidencing more than 50% of the Aggregate Voting Interests, terminate all of the rights and obligations of the Servicer under the Servicing Agreement and in accordance with Section 12.01and to the Assistance Loans and the proceeds thereof. Notwithstanding the foregoing, a majority (by principal balance of the Class A1 Certificates) of the Holders of the Class A1 Certificates may unilaterally direct the Trustee shall be to terminate the successor in all respects to rights and obligations of the Servicer under the Servicing Agreement pursuant to this Section 6.14, so long as the Class A1 Certificates are outstanding. Within 90 days following the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under the Servicing Agreement, whether with respect to the Assistance Loans or otherwise, shall pass to and be vested in the Trustee, unless another servicer shall have been appointed, pursuant to and under this Agreement the terms of the Servicing Agreement; and the transactions set forth Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact or provided for herein otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Assistance Loans and related documents or otherwise. If any Event of Default shall be subject to all occur, the responsibilitiesTrustee, duties and liabilities relating thereto placed on upon a Responsible Officer becoming aware of the Servicer by occurrence thereof, shall promptly notify the terms and provisions hereof Rating Agencies and the Servicer shall be relieved Holders of the Class A1 Certificates of the nature and extent of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations Event of the Company pursuant to Section 3.05 and (ii) the Default. The Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor immediately give written notice to the Servicer hereunder in upon such Servicer's failure to remit funds on the assumption of all or any part Remittance Date. The Holders of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor Class A1 Certificates may give notices to the Servicer hereunder, unless (with a copy to the Trustee is prohibited by law from so acting, Trustee) upon the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation occurrence of such successor out an Event of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionDefault.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to 7-2 receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 6.1 or the resignation of the Servicer in accordance with Section 12.015.4, the Trustee Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and (except those not applicable to the Backup Servicer if the Backup Servicer becomes the Servicer shall be relieved of such responsibilities, duties hereunder) arising on and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee Backup Servicer shall be entitled to receive reasonable such compensation out of as Servicer as is provided for in Schedule V hereof under the Monthly heading "Servicing Fee" and the exhibits thereto. Notwithstanding the above, if the Trustee may, if it shall be unwilling so to act, or shall, if it Backup Servicer is legally unable so to act, appoint, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or contract servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. In the event that Concord Servicing Corporation, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor servicer under this Section, Concord Servicing Corporation shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee Backup Servicer is prohibited by law from so acting, the Trustee Backup Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Receivables in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 4.7 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor servicer shall not affect any liability of the CertificateholdersServicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 4.4 or to indemnify the Indenture Trustee pursuant to Section 5.6, exceed nor shall any successor servicer be liable for any acts or omissions of the Monthly Servicing FeeServicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer Depositor receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.0111.02, the Trustee shall be the successor in all respects respect to the Servicer Depositor in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer Depositor by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementhereof. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Depositor would have been entitled to hereunder if no such notice of termination had been given. Any such fees shall be in addition to amounts payable to the Monthly Servicing FeeTrustee hereunder as compensation for its acting as Trustee under this Agreement. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established institution having a net worth of not less than $ as the successor to the Servicer Depositor hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer Depositor hereunder. Pending appointment of a successor to the Servicer Depositor hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts amounts available for such purpose in the Collection Account as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeDepositor hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and the Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer’s Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each such Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited into the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each Outstanding Series pursuant to Section 12.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its obligations contained herein or in any related document or agreement. As compensation thereforappointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be entitled appointed the Successor Servicer (but shall have continued authority to receive reasonable compensation out of the Monthly Servicing Feeappoint another Person as Successor Servicer). Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA® or MasterCard® credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 8.01 or the resignation of the Servicer in accordance with pursuant to Section 12.017.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and of this Agreement, except that the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Indenture Trustee shall not be liable for 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 Servicer pursuant to Section 8.01 or be subject to any obligation of the Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementprevious Servicer. As compensation therefor, the Indenture Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to 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 the Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders (or Certificateholders) from effecting a transfer of servicing. Notwithstanding the above, 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, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.to

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of full or partial termination pursuant to Section 7.02 8.01 or the resignation an extension of the Servicer in accordance with servicing term is not delivered pursuant to Section 12.017.06, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement with respect to the whole Trust or the affected Mortgage Loan Group, as appropriate and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including without limitation, the obligation to make Monthly Advances and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpay Compensating Interest. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable 106 112 law, and having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder with respect to the whole Trust or the affected Mortgage Loan Group, as appropriate, in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Financial Guaranty Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any Class of related Offered Certificates by any Rating Agency. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Transferor of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01Pooling and Servicing Agreement, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Feecompensation. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts amounts in the Reserve Account as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed (a) until the Monthly Servicing Feerelease of the Trustee's security interest in the Reserve Account Loans, 1/12 of 0.5% of the greater of (1) the lesser of $4,116,000 and the Certificate Principal Balance and (2) the principal balance of the Reserve Account Loans then pledged to the Trustee and (b) thereafter, 1/12 of 0.5% of the lesser of $4,116,000 and the Certificate Principal Balance. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate of the Servicer Trustee or agent in accordance with Section 12.013.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. 80 In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of such responsibilities, duties and liabilities arising after such Service Transferthe aggregate Servicing Fees for all Series; provided, however, that (i) the Trustee will not assume any obligations Holders of the Company pursuant to Section 3.05 and (ii) the Trustee Seller Certificates shall not be liable responsible for any acts or omissions payment of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation Sellers' portion of such successor out of payments on Contracts as it aggregate Servicing Fees and such successor shall agree; provided, however, that no such monthly compensation shallpaid out of Collections shall be in excess of such aggregate Servicing Fees. Each Holder of a Seller Certificate agrees that, if Colonial (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such Holders are entitled to receive pursuant to this Agreement or any Supplement shall be reduced by an amount sufficient to pay such Holders' share (determined by reference to the Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Sellers and, without limitation, the written consent of 100% Sellers are hereby authorized and empowered to execute and deliver, on behalf of the CertificateholdersSuccessor Servicer, exceed 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 Monthly Servicing Feepurposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Sellers 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 the Sellers in such successor electronic form as the Sellers may reasonably request and shall take transfer all other records, correspondence and documents to the Sellers in the manner and at such action, consistent times as the Sellers shall reasonably request. To the extent that compliance with this AgreementSection 10.02 shall require the Successor Servicer to disclose to the Sellers information of any kind which the Successor Servicer deems to be confidential, as the Sellers shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after (a) If an Event of Default under the time Servicing Agreement shall occur, the Trustee, for the benefit of the Securityholders, shall enforce the obligations of the Servicer receives under the Servicing Agreement, including termination of the rights and obligations of the Servicer thereunder and either service the related Mortgage Loans in accordance with the terms and provisions of the Servicing Agreement or enter into a notice Servicing Agreement with a successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Trustee, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Trustee shall pay the costs of such enforcement and prosecute or defend any legal action to the extent that the Trustee shall have received reasonable indemnity for its costs and expenses in pursuing such action, pursuant to Section 7.02 6.11 hereof, or such amounts are permitted to be withdrawn from the resignation Security Account, pursuant to Section 6.12 hereof. If any Event of the Servicer in accordance with Section 12.01Default shall occur, the Trustee shall be promptly notify the successor in all respects Depositor and the Securityholders of the nature and extent of such Event of Default. The Trustee shall immediately give written notice to the Servicer in its capacity upon such Servicer's failure to remit funds on the Servicer Remittance Date. In the event that the Servicer shall (i) fail to remit to the Trustee any amount as servicer and when required under this Agreement the Servicing Agreement, which failure continues unremedied for a period of one Business Day, or (ii) becomes insolvent, files for bankruptcy, or is placed under conservatorship or receivership, termination of the duties and responsibilities of the Servicer and the transactions set forth or provided for herein and shall be subject to Trustee's assumption of all of the responsibilitiesServicer's rights, duties and liabilities relating thereto placed on obligations under the Servicer by the terms and provisions hereof and the Servicer Servicing Agreement shall be relieved of such responsibilitiesautomatically occur, duties and liabilities arising after such Service Transfer; providedwithout demand, howeverprotest, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer further notice of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionkind.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer’s Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each such Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each Outstanding Series pursuant to Section 12.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its obligations contained herein or in any related document or agreement. As compensation thereforappointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be entitled appointed the Successor Servicer (but shall have continued authority to receive reasonable compensation out of the Monthly Servicing Feeappoint another Person as Successor Servicer). Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA® or MasterCard® credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, 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 resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and the Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in accordance with Section 12.01a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer’s Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations notify each Credit Enhancement Provider of the Company pursuant proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to Section 3.05 bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Trustee shall not be liable for any acts or omissions Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited into the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.3 of this Agreement. In the event that a Successor Servicer occurring prior to such Service Transfer or for any breach by has not been appointed and has not accepted its appointment at the time when the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforceases to act as Servicer, the Trustee without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA® or MasterCard® credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 6.1 or the resignation of the Servicer in accordance with Section 12.015.4, the Trustee Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and (except those not applicable to the Backup Servicer if the Backup Servicer becomes the Servicer shall be relieved of such responsibilities, duties hereunder) arising on and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee Backup Servicer shall be entitled to receive reasonable such compensation out of the Monthly as Servicer as is provided for in Schedule V hereof "Servicing Fee" and the exhibits thereto. Notwithstanding the above, if the Trustee may, if it shall be unwilling so to act, or shall, if it Backup Servicer is legally unable so to act, appoint, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or contract servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. In the event that Concord Servicing Corporation, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor servicer under this Section, Concord Servicing Corporation shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee Backup Servicer is prohibited by law from so acting, the Trustee Backup Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Receivables in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 4.7 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor servicer shall not affect any liability of the CertificateholdersServicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 4.4 or to indemnify the Indenture Trustee pursuant to Section 5.6, exceed nor shall any successor servicer be liable for any acts or omissions of the Monthly Servicing FeeServicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of Trustee (or such other successor Servicer as is acceptable to the Servicer Certificate Insurer and is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and acknowledged by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appointthe Certificate Insurer shall appoint a successor Servicer, and if the Certificate Insurer does not, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the Certificate Insurer and the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the Certificate Insurer and the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates (without giving effect to the Policy) by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee, exceed the Monthly Servicing FeeCertificate Insurer or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, 19.1 the Trustee shall shall, and upon the Servicer's resignation pursuant to Section 18.5 the Trustee may, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementAgreement. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCertificate Account or otherwise) as the Servicer would have been entitled to under the Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible any established financial institution, having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor Servicer as under the successor Agreement; provided, that the appointment of any such succes sor Servicer will not result in the withdrawal or reduction of the outstanding ratings assigned to the Servicer hereunder in Certificates by the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove providedRating Agencies. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Contracts Receivables as it and such successor Servicer shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of Servicer under the Certificateholders, exceed the Monthly Servicing FeeAgreement. The Trustee and such successor Servicer shall take such action, consistent with this the Agreement, as shall be necessary to effectuate any such succession. Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as successor Servicer under this Section 19.2 until the newly appointed successor Servicer shall have assumed the re sponsibilities and obligations of the Servicer under the Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including without limitation, the obligation to make Monthly Advances and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpay Compensating Interest. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the aboveforegoing, unless the Certificate Insurer previously shall have appointed a successor servicer, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appointappoint (or the Certificate Insurer may, without regard to the willingness or inability of the Trustee to so act, appoint as an Eligible Servicer alternative successor servicer in place of the Trustee) any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any subclass of Offered Certificates by any Rating Agency. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Trustee to Act; Appointment of Successor. On and after the time an Administrative Agent, if any, specified in the Servicer applicable Series Supplement receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.1, the Trustee shall be the successor in all respects to the Servicer Administrative Agent in its capacity as servicer Administrative Agent under this Agreement or the applicable Series Supplement and the transactions set forth or provided for herein and shall be subject and entitled to all the rights, responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer Administrative Agent (except for any representations or warranties of the Administrative Agent under this Agreement and except as otherwise provided herein or in the applicable Series Supplement) by the terms and provisions hereof and including the Servicer shall be relieved of such responsibilitiesAdministrative Agent's obligation, duties and liabilities arising after such Service Transfer; providedif any, however, that (i) the Trustee will not assume any obligations of the Company to make Advances pursuant to Section 3.05 and (ii) 4.3; PROVIDED, HOWEVER, that the Trustee shall not be liable for obligated to make such Advances pursuant to Section 4.3; and PROVIDED FURTHER, that any acts failure to perform such duties or omissions of the Servicer occurring prior to such Service Transfer or for any breach responsibilities caused by the Servicer of any of its obligations contained herein or in any related document or agreementAdministrative Agent's failure to provide information required by Section 7.1 shall not be considered a default by the Trustee as successor to the Administrative Agent hereunder. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out the amounts relating to the Term Assets of a given Series to which such Administrative Agent would have been entitled if the Monthly Servicing FeeAdministrative Agent had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Holders of Certificates of such Series evidencing not less than the Required Percentage--Administrative Agent Termination of the aggregate Voting Rights, so request in writing to actthe Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer Administrative Agent acceptable to the Rating Agency (such acceptance to be evidenced by satisfaction of the Rating Agency Condition with respect to such appointment) and having a net worth of not less than $15,000,000, as the successor to the Servicer hereunder such Administrative Agent under this Agreement with respect to such Series in the assumption of all or any part of the responsibilities, duties or liabilities of such Administrative Agent under this Agreement with respect to such Series. The Trustee, the Servicer hereunderDepositor and any such successor Administrative Agent may agree upon the compensation to be paid with respect thereto; PROVIDED, HOWEVER, that in no event shall such compensation be greater than the compensation payable to the Administrative Agent under this Agreement. No appointment of a successor Administrative Agent under this Agreement shall be effective until the assumption by the successor Administrative Agent of all the responsibilities, duties and liabilities placed on the Administrative Agent hereunder and under the related Series Supplement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingAdministrative Agent under this Agreement, the Trustee shall act in such capacity as and to the extent hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.01 hereof, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee, without further action, shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement 3.01 and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee8.07 hereof. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable or unwilling so to act, appoint, or petition a court of competent jurisdiction to appoint, an appoint any established institution satisfying the definition of Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending The Trustee shall immediately give notice to the Rating Agencies, any Enhancement Providers, the Depositor and the Certificateholders upon the appointment of a successor to the Servicer hereunder, unless the Successor Servicer. No party serving as Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as hereunder shall be necessary obligated to effectuate any serve as Successor Servicer after such successionparty ceases to serve as Trustee hereunder.

Trustee to Act; Appointment of Successor. On and after the time When ---------------------------------------- the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the Trustee receives the resignation of the Servicer in accordance with evidenced by an Opinion of Counsel pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer. In the event that the Trustee is succeeding to the Servicer shall be relieved of such responsibilitiesas the Servicer, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As as compensation therefor, the Trustee shall be entitled to receive reasonable compensation out monthly such portion of the Monthly Servicing Fee, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 3.14 (subject to adjustment in accordance with Section 3.19), as is agreed to at such time by the Trustee and the Servicer, but in no event more than 25% thereof until the date of final cessation of the Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or to actobtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no until such monthly compensation shalla successor servicer is appointed and has assumed the responsibilities, without the written consent of 100% duties and liabilities of the CertificateholdersServicer hereunder, the Trustee shall continue as the successor to the Servicer as provided above. The compensation of any successor servicer so appointed shall not exceed the Monthly compensation specified in Section 3.13 hereof (subject to adjustment in accordance with Section 3.18). In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the servicing functions. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing FeeFee as servicing compensation together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 3.12 (subject to adjustment in accordance with Section 3.18). Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all cost and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in the Servicer Custodial Account or the Certificate Account by the Servicer or which are thereafter received by the Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (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. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Servicer would avert such revocation, downgrading or review. Any successor to the Servicer shall assume in writing all of the Servicer's obligations.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.01 hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, (except that (i) if the Trustee will not assume any obligations of is acting as successor to the Company pursuant Master Servicer and is prohibited by law from obligating itself to Section 3.05 and (ii) make advances regarding delinquent Mortgage Loans, then the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementmake advances pursuant to Section 3.01 and Article IV hereof). As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of all funds relating to the Monthly Servicing FeeMortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account if the Master Servicer had continued to act hereunder. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, ,if it is legally unable to so act (exclusive of the obligations with respect to actadvances set forth in Article IV hereof), appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established mortgage loan servicing institution having a net worth of not less than that required by the 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. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer as servicer shall during term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor 118 Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On Unless otherwise provided in the notice, on and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.1, the Owner Trustee shall be the appoint a successor in all respects servicer, who shall succeed to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of this Agreement; PROVIDED, HOWEVER, that the predecessor servicer shall remain liable for, and the Servicer successor servicer shall be relieved of such responsibilitieshave no liabilities for, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any indemnification obligations of the Company pursuant to Section 3.05 Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor servicer was the Servicer; and (ii) the Trustee PROVIDED, FURTHER, that HIG shall not be remain liable for any acts or omissions all such indemnification obligations of the Servicer occurring prior without regard to such Service Transfer or for any breach by the whether it is still Servicer of any of its obligations contained herein or in any related document or agreementhereunder. As compensation therefor, the Trustee such successor servicer shall be entitled to receive reasonable the Reinvestment Income which the Servicer would have been entitled under this Agreement if no such notice of termination had been given. Any such successor servicer (i) shall have a net worth of not less than $5 million and (ii) shall have a regular business that includes the servicing of similar receivables. In the event the Owner Trustee deems the Reinvestment Income to be insufficient compensation out for the successor servicer's duties and obligations hereunder, such successor servicer shall be entitled to such additional fee as such successor servicer and the Owner Trustee shall mutually agree, which additional fee shall be payable from amounts otherwise distributable to the Residual Certificateholder pursuant to Article V of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeTrust Agreement. The Owner Trustee and such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any -------- ------- obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written -------- ------- consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer acceptable to the Certificate Insurer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the CertificateholdersCertificateholders and the Certificate Insurer, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On (a) If an Event of Default shall occur, then, in each and after every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the time Seller's Warranties and Servicing Agreement, the Trustee by notice in writing to the Servicer receives a notice may, and shall, if so directed by Certificateholders evidencing more than 50% of termination pursuant to Section 7.02 the Class Certificate Principal Amount (or Aggregate Notional Amount) of each Class of Certificates, terminate all of the resignation rights and obligations of the Servicer under the Seller's Warranties and Servicing Agreement and in accordance and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under the Seller's Warranties and Servicing Agreement, whether with Section 12.01respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under the terms of the Seller's Warranties and Servicing Agreement; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. If any Event of Default shall occur, the Trustee shall be promptly notify the successor in all respects Rating Agencies and the Class 2-A3 Certificate Insurer of the nature and extent of such Event of Default. The Trustee shall immediately give written notice to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject upon such Servicer's failure to all the responsibilities, duties and liabilities relating thereto placed remit funds on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionRemittance Date.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer default which gave rise to a transfer of servicing, and the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall offer such Enhancement Provider the opportunity to bid on the Receivables at a price at least equal to the Aggregate Investor Interest plus all accrued and unpaid interest on the Investor Certificates. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its obligations contained herein or in any related document or agreement. As compensation thereforappointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA or MasterCard credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending The Trustee shall notify each Rating Agency upon the appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in accordance with Section 12.01a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that they cannot in good faith cure the Servicer Default which gave rise to a Termination Notice, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Credit Enhancement Provider of the proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to bid on the Receivables and shall offer the Transferor the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee (which shall be the successor average bid quoted by two recognized dealers for similar securities rated in all respects comparable rating categories by each Rating Agency and having a remaining maturity approximately equal to the Servicer remaining maturity of each Series), but in its capacity as servicer under this Agreement and no event less than an amount equal to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed Aggregate Certificateholders Ownership Interests on the Servicer by the terms and provisions hereof and the Servicer shall be relieved date of such responsibilities, duties and liabilities arising after purchase plus all interest accrued but unpaid on all of the outstanding Investor Certificates at the applicable Certificate Rate through the date of such Service Transferpurchase; provided, however, that if (i) the Trustee will AIR Support Agreement is not assume any obligations in effect at the time of the Company pursuant to Section 3.05 such purchase and (ii) the Trustee shall not be liable for any acts short-term unsecured debt obligations or omissions long-term unsecured debt obligations of the Servicer occurring prior Transferor (or any Affiliate of the Transferor that may agree at such time to guarantee payment of such Service Transfer purchase price) are not rated at the time of such purchase at least P-3 or for any breach Baa3, respectively, by Moody's, no such purchase by the Transferor shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee and, if Xxxxx'x is a Rating Agency with respect to any Series of Certificates outstanding, to Moody's, that such purchase would not constitute a fraudulent conveyance of the Transferor. The proceeds of such sale shall be deposited in the Distribution Accounts or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.03 of this Agreement. In the event that a Successor Servicer of any of has not been appointed and has not accepted its obligations contained herein or in any related document or agreement. As compensation thereforappointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the receipt by any Master Servicer receives for any Series of a notice of termination Termination Notice pursuant to Section 7.02 10.01 or the upon a resignation of the by any such Master Servicer in accordance with pursuant to Section 12.018.05, the Trustee such Master Servicer shall be the successor in continue to perform all respects to the Servicer in its capacity as servicer servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilitiesapplicable Supplement, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that until (i) in the case of any such receipt, the date specified in such Termination Notice or otherwise specified by the Trustee will not assume any obligations of in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Company pursuant to Section 3.05 Trustee, until a date mutually agreed upon by such Master Servicer and the Trustee, and (ii) in the case of any such resignation, until the Trustee or a Successor Servicer shall not have assumed the responsibilities and obligations of such Master Servicer pursuant to this Section 10.02. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint an Eligible Master Servicer (which, unless the Back-up Servicer has given notice to the Trustee that it shall be liable for any acts unable to perform such services or omissions the Back-up Servicing Agreement shall have previously been terminated, shall be the Back-up Servicer) as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee (which such notice, in the case of the Back-up Servicer, shall be given by the Back-up Servicer occurring prior within two Business Days after any such notice of appointment as required pursuant to the Back-up Servicing Agreement). In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 60 days after the date of such Termination Notice or at the time when such terminated or resigning Master Servicer ceases to act as a Master Servicer hereunder, the Trustee without further action shall automatically be appointed the Successor Servicer with respect to those Series for which such terminated or resigning Master Servicer acted in such capacity. Subsequent to such Service Transfer or for any breach by appointment, the Trustee may cease to act as the Master Servicer with respect to such Series provided that another Successor Servicer is appointed therefor in accordance with and subject to the terms of this Agreement. The Trustee may delegate any of its servicing obligations contained herein to an Affiliate or agent in any related document or agreementaccordance with the terms of this Agreement. As compensation thereforNotwithstanding the foregoing, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to actact as Successor Servicer, appoint, or petition a court of competent jurisdiction to appoint, appoint any established institution that is an Eligible Master Servicer (other than the Trustee) as the successor to the Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor with respect to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSeries.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach receipt by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefora Termination Notice pursuant to Section 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or as otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall be entitled to receive reasonable compensation out notify each Rating Agency and the Transferor of such removal of the Monthly Servicing FeeServicer. Notwithstanding the above, the The Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to actas promptly as possible after the giving of a Termination Notice, appointappoint a successor servicer (the "Successor Servicer"), or petition and such Successor Servicer shall accept its appointment by a court of competent jurisdiction to appoint, an Eligible Servicer as the successor written assumption in a form acceptable to the Trustee. If such Successor Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor is unable to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in accept such capacity as hereinabove provided. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate of the Servicer to the effect that it cannot in good faith cure the Servicer Default which gave rise to a Termination Notice, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee, except in the case of a Servicer Default set forth in subsection 10.1(d), shall offer the Transferor the right to accept reassignment of all of the Receivables for an amount equal to the compensation Aggregate Invested Amount on the date of such successor out purchase plus all interest accrued but unpaid on all of payments on Contracts as it and the outstanding Investor Securities at the applicable Security Rate through the date of such successor shall agreepurchase; provided, however, that no such monthly compensation shall, without purchase by the written consent Transferor shall occur unless the Transferor shall deliver an Opinion of 100% Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the CertificateholdersTransferor. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, exceed as provided in the Monthly Servicing Feerelated Supplement, for distribution to the Investor Securityholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). The Trustee may delegate any of its servicing obligations to an affiliate or agent of the Trustee in accordance with Article III hereof. Any such delegations shall not relieve the Trustee of its liability and responsibility with respect to such successor shall take such actionduties. Notwithstanding the above, consistent with this Agreementthe Trustee shall, if it is legally unable to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables similar to the Receivables as shall be necessary to effectuate any such successionthe Successor Servicer hereunder.

Trustee to Act; Appointment of Successor. On and after From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of Trustee (or such other successor Servicer as is acceptable to the Servicer Certificate Insurer and is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and acknowledged by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appointthe Certificate Insurer shall appoint a successor Servicer, and if the Certificate Insurer does not, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the Certificate Insurer and the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the Certificate Insurer and the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee, exceed the Monthly Servicing FeeCertificate Insurer or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).