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

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________], as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer and custodian under this Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the other Basic Documents, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) Custodian by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01other Basic Documents; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansBackup Servicer satisfies the criteria for a successor servicer specified below, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01promptly appoint the Backup Servicer as the successor Servicer; and provided provided, further, that the predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any failure indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued to act hereunderbeen given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, if the Indenture Trustee does not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000 or whose majority owner is, either directly or indirectly, a Person having a net worth on a consolidated basis of not less than $100,000,000 and (ii) whose regular business includes the servicing of receivables of the type included in the Collateral, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Upon termination of the Servicer and after appointment of a successor Servicer, the Servicer shall reasonably cooperate with such successor Servicer to notify all Obligors to cease remitting payments to bank accounts and lock boxes controlled by the Servicer and to instead remit payment directly to any bank accounts and lock boxes designated by such successor Servicer. If at any time on or after the date on which the Servicer is terminated the Servicer receives any payment from any Obligor, then the Servicer shall promptly forward the amount of such payment, along with copies of any remittances or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (documentation accompanying such expenses of the Indenture Trustee to be documented by the Indenture Trustee payment, to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccessor Servicer.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become, the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and arising thereafter provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall be assumed provide such services as directed by the Indenture Trustee (except until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any representations or warranties period during which the Servicer is obligated to provide such services as if no termination of the Master Servicer under had occurred. Nothing in this Servicing Agreement, Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities contained of the initial Servicer in Section 2.01 and its capacity as Seller under the obligation Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to deposit amounts in respect the issuance of losses pursuant to Section 3.12a notice of termination hereunder, (iii) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if require or obligate the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansTrustee, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the Master Servicer hereunderrepresentations and warranties of the predecessor Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject foregoing, if the Indenture Trustee is (x) unwilling to Section 6.02(a)(2act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) belowlegally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% as pledgee of the Voting Rights so request Mortgage Loans may (in writing to the Indenture Trustee, promptly situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.11 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Servicing AgreementAgreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer (including the Indenture Trustee) 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 Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be entitled necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be reimbursed by responsible for the Master Servicer (lack of information and/or documents that it cannot obtain through reasonable efforts or by the Trust Estate if the Master Servicer is unable for failing to fulfill its obligations hereunder or if take any action that the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented legally prohibited from taking by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; Pooling and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderServicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued to act hereunderbeen given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by S&P Global Ratings and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to S&P Global Ratings and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be entitled necessary to be reimbursed by effectuate any such succession. Costs associated with the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses resignation of the Indenture Trustee to Servicer and the appointment of a successor Servicer will be documented paid by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies amounts in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyTrust Estate.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; Pooling and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderServicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued to act hereunderbeen given including, but not limited to, the Total Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000, (ii) a long-term unsecured debt rating from Xxxxx'x Investors Service, Inc. of at least Baa3 (unless such requirement is expressly waived by Xxxxx'x Investors Service, Inc.) and (iii) whose regular business includes the servicing of automotive receivables, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(b) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________]15,000,000, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and arising thereafter provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall be assumed provide such services as directed by the Indenture Trustee (except until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any representations or warranties period during which the Servicer is obligated to provide such services as if no termination of the Master Servicer under had occurred. Nothing in this Servicing Agreement, Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities contained of the initial Servicer in Section 2.01 and its capacity as Seller under the obligation Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to deposit amounts in respect the issuance of losses pursuant to Section 3.12a notice of termination hereunder, (iii) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if require or obligate the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansTrustee, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the Master Servicer hereunderrepresentations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject foregoing, if the Indenture Trustee is (x) unwilling to Section 6.02(a)(2act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) belowlegally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% as pledgee of the Voting Rights so request Mortgage Loans may (in writing to the Indenture Trustee, promptly situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer'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 a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Servicing AgreementAgreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall 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 Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be entitled necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be reimbursed by responsible for the Master Servicer (lack of information and/or documents that it cannot obtain through reasonable efforts or by the Trust Estate if the Master Servicer is unable for failing to fulfill its obligations hereunder or if take any action that the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented legally prohibited from taking by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's ’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's ’s failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________]15,000,000, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Titling Trust Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01Titling Trust Servicing Agreement; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansBackup Servicer satisfies the criteria for a successor servicer specified below, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01promptly appoint the Backup Servicer as the successor Servicer; and provided provided, further, that the predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any failure indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to act hereunderInvestment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, if the Indenture Trustee does not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000 or whose majority owner is, either directly or indirectly, a Person having a net worth on a consolidated basis of not less than $100,000,000 and (ii) whose regular business includes the servicing of receivables of the type included in the Collateral, as the successor to the Master Servicer under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Titling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Titling Trust Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer resigns pursuant to the first paragraph of Section 4.04 or receives a notice of terminationtermination pursuant to Section 5.01, the Indenture Trustee shall (unless a successor is identified by the Servicer pursuant to Section 4.04), subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Master Servicer in its capacity as Master Servicer such under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all of the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof includinghereof, without limitation, including the Master Servicer's obligations ’s obligation to make P&I Advances pursuant to Section 4.01Advances; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's ’s failure to cooperate or to provide information or monies as required by Section 6.01 5.01 shall not be considered a default by the Indenture Trustee as hereunder. Neither the Indenture Trustee nor any other successor to shall be liable for any of the Master Servicer hereunderrepresentations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee all fees and all funds relating to the Mortgage Loans to other compensation which the Master Servicer resigning or terminated party would have been entitled to for future services rendered if it the resigning or terminated party had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) below, the Indenture Trustee mayabove, if it shall be is unwilling to so act, or shallthe Indenture Trustee may (and, if it is unable to so act act, or if it the Indenture Trustee is prohibited not approved as an acceptable Servicer by law from making advances regarding delinquent mortgage loans the Rating Agencies, or if the Holders of Notes entitled to at least [__]% a majority of the Voting Rights so request in writing to writing, the Indenture TrusteeTrustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if applicable), promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing and qualified institution acceptable to each Rating Agency and having with a net worth of not less than at least $[__________], 10 million as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this hereunder; provided, however, that the Indenture Trustee has received Rating Agency Confirmation with respect to the proposed appointment of the successor servicer. Pending such appointment, the Indenture Trustee will be obligated to act as successor servicer. No appointment of a successor to the Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Notes or otherwise as it and such successor shall agree, including any increase in the Servicing AgreementFee to the then current market rate for such services (and any such increase shall also be applicable to the Servicing Fee payable to the Indenture Trustee in its capacity as successor servicer). The Indenture Trustee or Trustee, such successor and each other successor master servicer party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The costs and expenses of transferring servicing shall be paid by the resigning or terminated party, and if not so paid, shall be treated as an Additional Issuer Expense under the Indenture. If the Servicer is terminated as described in Sections 5.01 and 5.02, it will continue to be obligated to pay and entitled to be reimbursed receive all amounts accrued and owing by it or to it under (and at such times as set forth in) this Agreement and the Master Servicer (other Transaction Documents on or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee prior to the extent possible) associated date of termination (including any earned but unpaid Other Servicing Fees, plus reimbursement of Advances together with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyAdvance Interest).

Indenture Trustee to Act; Appointment of Successor. (a)(1a) (a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and arising thereafter provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall be assumed provide such services as directed by the Indenture Trustee (except until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any representations or warranties period during which the Servicer is obligated to provide such services as if no termination of the Master Servicer under had occurred. Nothing in this Servicing Agreement, Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities contained of the initial Servicer in Section 2.01 and its capacity as Seller under the obligation Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to deposit amounts in respect the issuance of losses pursuant to Section 3.12a notice of termination hereunder, (iii) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if require or obligate the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansTrustee, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the Master Servicer hereunderrepresentations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject foregoing, if the Indenture Trustee is (x) unwilling to Section 6.02(a)(2act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) belowlegally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% as pledgee of the Voting Rights so request Mortgage Loans may (in writing to the Indenture Trustee, promptly situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer'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 a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Servicing AgreementAgreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall 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 Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be entitled necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be reimbursed by responsible for the Master Servicer (lack of information and/or documents that it cannot obtain through reasonable efforts or by the Trust Estate if the Master Servicer is unable for failing to fulfill its obligations hereunder or if take any action that the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented legally prohibited from taking by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; Pooling and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderServicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued to act hereunderbeen given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be entitled necessary to be reimbursed by effectuate any such succession. Costs associated with the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses resignation of the Indenture Trustee to Servicer and the appointment of a successor Servicer will be documented paid by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies amounts in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyTrust Estate.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; Pooling and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderServicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued to act hereunderbeen given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000, (ii) a long term unsecured debt rating from Mxxxx’x Investors Service, Inc. of at least Baa3 (unless such requirement is expressly waived by Mxxxx’x Investors Service, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be entitled necessary to be reimbursed by effectuate any such succession. Costs associated with the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses resignation of the Indenture Trustee to Servicer and the appointment of a successor Servicer will be documented paid by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies amounts in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyTrust Estate.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Within 90 days of the time the RMBS Master Servicer receives sends a notice pursuant to clause (i) of terminationSection 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the RMBS Master Servicer in its capacity as RMBS Master Servicer under this Servicing 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 the RMBS Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor RMBS Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial RMBS Master Servicer in Section 2.01 and its capacity as the obligation to deposit amounts in respect Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the predecessor RMBS Master Servicer's obligations , (iii) require or obligate the Indenture Trustee, in its capacity as successor RMBS Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (v) be responsible for the representations and warranties of the RMBS Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor RMBS Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Monthly Advances to the Indenture Trustee shall not be obligated extent that the RMBS Master Servicer failed to make P&I Advances pursuant such Monthly Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Monthly Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe a Nonrecoverable Advance. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the RMBS Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor RMBS Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Noteholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the RMBS Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor RMBS Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies (as evidenced by a letter to such effect delivered by the Rating Agencies). The Pending appointment of a successor to the RMBS Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the RMBS Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor RMBS Master Servicer shall not affect any liability of the predecessor RMBS Master Servicer which may have arisen under this Servicing Agreement prior to its termination as RMBS Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or by to indemnify the Trust Estate if the Indenture Trustee pursuant to Section 5.06), nor shall any successor RMBS Master Servicer is unable be liable for any acts or omissions of the predecessor RMBS Master Servicer or for any breach by such RMBS Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to fulfill its obligations hereunder effectuate any such succession. In connection with the termination or resignation of the RMBS Master Servicer hereunder, either (i) the successor RMBS Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor RMBS Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor RMBS Master Servicer shall cooperate with the successor RMBS Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor RMBS Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated RMBS Master Servicer shall cooperate with the complete successor RMBS Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor RMBS Master Servicer. The predecessor RMBS Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor RMBS Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. To the extent these fees and costs are not paid by the RMBS Master Servicer and are incurred by any successor RMBS Master Servicer, such fees and costs will be reimbursable to the successor RMBS Master Servicer by the Trust. The successor RMBS Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Upon the time the Master Servicer receives a Servicer's receipt of notice of terminationtermination pursuant to Section 8.1 or resignation pursuant to Section 7.5, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for hereinAgreement, and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderof this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination or resignation had continued to act hereunderbeen given. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is shall be legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing financial institution acceptable to each Rating Agency and (x) 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 (y) whose regular business shall include the servicing of automobile receivables, as the successor to the Master Servicer under this Servicing Agreement Agreement; provided, that the appointment of any such successor Servicer is required to satisfy the Rating Agency Condition. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other and such successor master servicer Servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if effectuate any such succession. Unless the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of shall be prohibited by law from so acting, the Indenture Trustee to shall not be documented by relieved of its duties as successor Servicer under this Section 8.2 until the Indenture Trustee to newly appointed successor Servicer shall have assumed the extent possible) associated with responsibilities and obligations of the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyServicer under this Agreement.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's ’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's ’s failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________]15,000,000, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 8.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for hereinin this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01of this Agreement; provided, however, that if the Indenture Trustee is prohibited by law predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of the Servicer arising as a result of acts, omissions or regulation from obligating itself to make advances regarding delinquent mortgage loans, then occurrences during the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01period in which the predecessor Servicer was the Servicer; and provided provided, further, that any failure Navistar Financial Corporation shall remain liable for all such indemnification obligations of the Servicer without regard to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to act hereunderInvestment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000 and (ii) whose regular business includes the servicing of medium and heavy duty bus, truck and trailer receivables, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement and the obligation Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Bonds without regard to the Bond Insurance Policy or the Class B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture h Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but riot limited to the provisions of Article VIII Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (ii) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Bonds, the Class M Bonds or the Class B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination or the Servicer's term is not extended pursuant to Section 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee Servicer (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties Agreement and liabilities contained in Section 2.01 and the its obligation to deposit amounts in respect of losses pursuant to Section 3.123.14) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Monthly Advances pursuant to Section 4.014.03; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Monthly Advances pursuant to Section 4.014.03 or to make payments in respect of Prepayment Interest Shortfalls pursuant to Section 3.26; and provided provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 7.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee Fees and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Insurer or if the Holders of Notes entitled to at least [__]51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint appoint, with the consent of the Insurer, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and the Insurer and having a net worth of not less than $[__________]15,000,000 and which is a FNMA and FHLMC approved Seller/Servicer, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other No appointment of a successor master servicer to the Servicer under this Agreement shall be entitled to be reimbursed effective until the assumption by the Master Servicer (or by successor of all of the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Indenture Trustee is acting may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor Master Servicer) for all reasonable out-of-pocket costs (shall agree; provided, however, that no such expenses compensation shall be in excess of that permitted the Servicer as such hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to be documented by effectuate any such succession. Pending appointment of a successor to the Servicer under this Agreement, the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any shall act in such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data capacity as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyhereinabove provided.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer resigns pursuant to Section 6.04(i) or receives a notice of terminationtermination pursuant to Section 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself responsibilities and duties of HSBC Finance as Servicer with respect to make advances regarding delinquent mortgage loansthe purchase of the Home Equity Loans pursuant to Sections 2.02, then 2.04(c), 3.01 and the Indenture Trustee shall not be obligated to make P&I Advances indemnification obligation pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 2.04(d) shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderterminate. As compensation therefor, the 60 Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee maymay (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established any housing and home finance institution or other mortgage loan servicing institution acceptable or home equity loan servicer having all licenses and permits required in order to each Rating Agency perform its obligations hereunder and having a net worth of not less than $[__________], 50,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then-current rating assigned to any Class of Notes by the Rating Agencies, as evidenced by a writing to such effect delivered to the Indenture Trustee, and any successor Servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The Indenture Trustee or other and such successor master shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the servicing to a successor servicer shall be entitled to be reimbursed paid by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) (a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and arising thereafter provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall be assumed provide such services as directed by the Indenture Trustee (except until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any representations or warranties period during which the Servicer is obligated to provide such services as if no termination of the Master Servicer under had occurred. Nothing in this Servicing Agreement, Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities contained of the initial Servicer in Section 2.01 and its capacity as Seller under the obligation Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to deposit amounts in respect the issuance of losses pursuant to Section 3.12a notice of termination hereunder, (iii) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if require or obligate the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansTrustee, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the Master Servicer hereunderrepresentations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject foregoing, if the Indenture Trustee is (x) unwilling to Section 6.02(a)(2act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) belowlegally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% as pledgee of the Voting Rights so request Mortgage Loans may (in writing to the Indenture Trustee, promptly appoint situation described in clause (x)) or shall (in the situation described in clause (y)) petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in a Rating Event. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Servicing AgreementAgreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall 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 Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be entitled necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be reimbursed by responsible for the Master Servicer (lack of information and/or documents that it cannot obtain through reasonable efforts or by the Trust Estate if the Master Servicer is unable for failing to fulfill its obligations hereunder or if take any action that the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented legally prohibited from taking by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement and the obligation Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Bonds or the Class M Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time date the Master Servicer receives a notice of terminationtermination pursuant to Section 10.1, or the Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or accompanied by the consents required by Section 9.4, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.7, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that the successor servicer shall not be liable for any actions of any servicer prior to it; provided further, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansa successor servicer cannot be retained in a timely manner, then the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.2, the Indenture 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. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Loans prior to its date of appointment, and shall not be subject to any obligations to repurchase any Loans. The successor servicer shall be obligated to make P&I Servicing Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee successor servicer appointed pursuant to the following paragraph, shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.1(c) as if it the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.1 and Section 7.3. Notwithstanding Any collections received by the above Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and subject remitted directly to Section 6.02(a)(2the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) belowso appointed shall be the Servicing Fees, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee mayshall solicit, if it shall be unwilling to so actby public announcement, or shallbids from housing and home finance institutions, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent banks and mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having 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 4.3 and (iii) would not cause any rating of any Class of the Securities in effect immediately prior to such assignment to be qualified, downgraded or withdrawn, as evidenced by a letter from each Rating Agency to such effect. Such public announcement shall specify that the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by full amount of the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses 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 Indenture Trustee shall deduct from any sum received by the Indenture 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 Indenture Trustee. After such deductions, the remainder of such sum shall be documented paid by the Indenture Trustee to the extent possible) associated Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the transfer Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing from responsibilities and rights hereunder and shall promptly provide the predecessor master Indenture Trustee or such successor servicer, including without limitationas applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts 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 Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any such costs distribution hereunder or expenses associated with any portion thereof caused by (i) the complete transfer failure of all servicing data and the completionServicer to deliver, correction or manipulation 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 written notice of such servicing data as may be required proposed appointment shall have been provided by the Indenture Trustee to correct any errors or insufficiencies each Securityholder, the Issuer and the Depositor and, except in the servicing data or otherwise to enable case of the appointment of the Indenture Trustee as successor to service the Mortgage Servicer (when no consent shall be required). Pending appointment of a successor to the Servicer hereunder, the Indenture Trustee shall act as servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Loans properly as it and effectivelysuch successor servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.3, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. In connection with any transfer of servicing responsibilities pursuant to this Section 10.2, the successor Servicer shall be responsible for all costs and expenses in connection with such transfer, other than the costs and expenses of transferring the files and records relating to the Loans which shall be at the expense of the Servicer being replaced.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; Pooling and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderServicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued to act hereunderbeen given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc. or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be entitled necessary to be reimbursed by effectuate any such succession. Costs associated with the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses resignation of the Indenture Trustee to Servicer and the appointment of a successor Servicer will be documented paid by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies amounts in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyTrust Estate.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer resigns pursuant to Section 6.04(i) or receives a notice of terminationtermination pursuant to Section 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself responsibilities and duties of HSBC Finance as Servicer with respect to make advances regarding delinquent mortgage loansthe purchase of the Home Equity Loans pursuant to Sections 2.02, then 2.04(c), 3.01 and the Indenture Trustee shall not be obligated to make P&I Advances indemnification obligation pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 2.04(d) shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderterminate. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee maymay (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established any housing and home finance institution or other mortgage loan servicing institution acceptable or home equity loan servicer having all licenses and permits required in order to each Rating Agency perform its obligations hereunder and having a net worth of not less than $[__________], 50,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then-current rating assigned to any Class of Notes by the Rating Agencies, as evidenced by a writing to such effect delivered to the Indenture Trustee, and any successor Servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The Indenture Trustee or other and such successor master shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the servicing to a successor servicer shall be entitled to be reimbursed paid by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationresignation or termination pursuant to Section 6.04 or 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself responsibilities and duties of HFC as Master Servicer with respect to make advances regarding delinquent mortgage loansthe purchase of the Home Equity Loans pursuant to Sections 2.02, then 2.04(c), 3.01 and the Indenture Trustee shall not be obligated to make P&I Advances indemnification obligation pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 2.04(d) shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderterminate. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee maymay (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established any housing and home finance institution or other mortgage loan servicing institution acceptable or home equity loan servicer having all licenses and permits required in order to each Rating Agency perform its obligations hereunder and having a net worth of not less than $[__________], 50,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the then-current rating assigned to either the Class A or Class M Notes by the Rating Agencies, as evidenced by a writing to such effect delivered to the Indenture Trustee, and any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Equity Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The Indenture Trustee or other and such successor master shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the servicing to a successor servicer shall be entitled to be reimbursed paid by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations ’s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer’s prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A-3W Bonds without regard to the Bond Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2 Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Grantor Trust Certificates and Class 1-A, Class 2-A, Class 3-A, Class 3-M-1, Class 3-M-2 and Class 3-B-1 Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(b) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 above or an Opinion of Counsel pursuant to Section 5.05 hereof to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Seller shall have the right to either (i) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(ii) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06 of this Agreement, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under hereunder; provided that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 of this Servicing AgreementAgreement shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Home Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall immediately assume all of the obligations of the Servicer to make advances on Home Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and arising thereafter provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Credit Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Home Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall be assumed provide such services as directed by the Indenture Trustee (except until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any representations or warranties period during which the Servicer is obligated to provide such services as if no termination of the Master Servicer under had occurred. Nothing in this Servicing Agreement, Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities contained of the initial Servicer in Section 2.01 and its capacity as Seller under the obligation Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to deposit amounts in respect the issuance of losses pursuant to Section 3.12a notice of termination hereunder, (iii) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if require or obligate the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansTrustee, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee in its capacity as successor Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the Master Servicer hereunderrepresentations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject foregoing, if the Indenture Trustee is (x) unwilling to Section 6.02(a)(2act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) belowlegally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% as pledgee of the Voting Rights so request Home Loans may (in writing to the Indenture Trustee, promptly situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer'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 a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Servicing AgreementAgreement prior to its termination as Servicer (including the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall 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 Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be entitled necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be reimbursed by responsible for the Master Servicer (lack of information and/or documents that it cannot obtain through reasonable efforts or by the Trust Estate if the Master Servicer is unable for failing to fulfill its obligations hereunder or if take any action that the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented legally prohibited from taking by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, the Mortgage Loan Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement Agreement, the Master Servicer shall not have the right to withdraw any funds from the Collection Account without the consent of the Indenture Trustee and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee Master Servicer (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties Agreement and liabilities contained in Section 2.01 and the its obligation to deposit amounts in respect of losses pursuant to Section 3.122.12) by the terms and provisions hereof including, without limitation, the Master Servicer's ’s obligations to make P&I Monthly Advances pursuant to Section 4.013.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Monthly Advances pursuant to Section 4.013.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's ’s failure to provide information required by Section 6.01 5.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee Fees and Administration Fees and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunderhereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans loans, or if the Holders of Notes entitled to at least [__]51% of the Voting Rights aggregate Note Principal Balance of the Notes so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each the Rating Agency Agencies and having a net worth of not less than $[__________], 15,000,000 as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other No appointment of a successor master servicer shall be entitled to be reimbursed by the Master Servicer (or under this Agreement shall be effective until the assumption by the Trust Estate if successor of all of the Master Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer is unable to fulfill its obligations hereunder or if as such hereunder. The Depositor, the Indenture Trustee is acting and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer) for all reasonable out-of-pocket costs (such expenses of Servicer under this Agreement, the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any shall act in such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data capacity as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyhereinabove provided.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class 3-A-IO, Class 3-M-1, Class 3-M-2, Class 1-B-1 and Class 3-B-1 Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement and the obligation Subsequent Mortgage Loan Sale and Contribution Agreement, as applicable, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if such lesser compensation as the Indenture Trustee is acting as and such successor shall agree). The appointment of a successor Master Servicer) for all reasonable out-of-pocket costs Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (such expenses of including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be documented by the Indenture Trustee to the extent possible) associated with the transfer liable for any acts or omissions of servicing from the predecessor master servicerMaster Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, including without limitationthe Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee Master Servicer (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 2.04(c) and the its obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.014.03; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.014.03; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder; provided, however, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days) before the servicing transfer is fully effected. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunderhereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). Notwithstanding the above and subject to Section 6.02(a)(2) belowthe next paragraph, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans loans, or if the Holders of Notes entitled to at least [__]51% of the Voting Rights of the REMIC Trust so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________], 15,000,000 as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other No appointment of a successor master servicer shall be entitled to be reimbursed by the Master Servicer (or under this Agreement shall be effective until the assumption by the Trust Estate if successor of all of the Master Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer is unable to fulfill its obligations hereunder or if as such hereunder. The Depositor, the Indenture Trustee is acting and such successor shall take such action, consistent with this Agreement, as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee shall be necessary to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.such

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Home Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall immediately assume all of the obligations of the Servicer to make advances on Home Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and arising thereafter provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Credit Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Home Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall be assumed provide such services as directed by the Indenture Trustee (except until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any representations or warranties period during which the Servicer is obligated to provide such services as if no termination of the Master Servicer under had occurred. Nothing in this Servicing Agreement, Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities contained of the initial Servicer in Section 2.01 and its capacity as Seller under the obligation Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to deposit amounts in respect the issuance of losses pursuant to Section 3.12a notice of termination hereunder, (iii) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if require or obligate the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansTrustee, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee in its capacity as successor Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the Master Servicer hereunderrepresentations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject foregoing, if the Indenture Trustee is (x) unwilling to Section 6.02(a)(2act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) belowlegally unable so to act, the Indenture Trustee mayas pledgee of the Home Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint at the direction of the Credit Enhancer or, if it shall be unwilling the Credit Enhancer fail to so actmake such direction, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer'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 a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Servicing AgreementAgreement prior to its termination as Servicer (including the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall 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 Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be entitled necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be reimbursed by responsible for the Master Servicer (lack of information and/or documents that it cannot obtain through reasonable efforts or by the Trust Estate if the Master Servicer is unable for failing to fulfill its obligations hereunder or if take any action that the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented legally prohibited from taking by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (ii) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A-1, Class A-IO or Class M Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On Subject to the rights of the Insurers as set forth below, on and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee Master Servicer (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 2.03(c) and the its obligation to deposit amounts in respect of losses pursuant to Section 3.123.06) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder; provided, however, it is understood and acknowledged by the parties that there shall be a period of transition (not to exceed 90 days) before the servicing transfer is fully effected. As compensation therefor, effective from and after the time the Master Servicer receives a notice of termination or immediately upon assumption of the obligations to make Advances, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunderhereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). If the Master Servicer is terminated pursuant to Section 6.01 by the Note Insurer, the Note Insurer may choose a successor Master Servicer that meets the requirements of a successor Master Servicer under this Agreement, with the consent of the Pool Insurer, such consent shall not be unreasonably withheld. Alternatively, if the Master Servicer is terminated pursuant to Section 6.01 by the Pool Insurer, the Pool Insurer may choose a successor Master Servicer that meets the requirements of a successor Master Servicer under this Agreement, with the consent of the Note Insurer, such consent shall not be unreasonably withheld. Notwithstanding the above and subject to Section 6.02(a)(2) belowthe next paragraph, in the event that neither the Note Insurer or the Pool Insurer appoints a successor Master Servicer in accordance with preceding paragraph, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans loans, or if the Holders of Notes entitled to at least [__]evidencing more than 51% of the Voting Rights Note Balance of the Notes, the Note Insurer or the Pool Insurer so request in writing to the Indenture Trustee, Trustee promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency (with confirmation from the Rating Agencies that such appointment shall not result in the reduction or withdrawal of the rating of any outstanding Class of Notes (without regard to the Note Insurance Policy)) and acceptable to the Note Insurer and the Pool Insurer and having a net worth of not less than $[__________], 15,000,000 as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. No appointment of a successor to the Master Servicer under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer as such hereunder. The Depositor, the Issuer, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer under this Agreement, the Indenture Trustee shall act in such capacity as hereinabove provided. In the event that the Note Insurer or Pool Insurer, as appropriate, has not selected a successor Master Servicer, upon removal or resignation of the Master Servicer, the Indenture Trustee, with the cooperation of the Depositor and the Issuer, (x) shall solicit bids for a successor Master Servicer as described below and (y) pending the appointment of a successor Master Servicer as a result of soliciting such bids, shall serve as Master Servicer of the Mortgage Loans serviced by such predecessor Master Servicer. The Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above (including the Indenture Trustee or other any affiliate thereof) (including that such mortgage loan servicing institution shall be acceptable to each Rating Agency, the Note Insurer and the Pool Insurer). Such public announcement shall specify that the successor master servicer Master Servicer shall be entitled to be reimbursed by the servicing compensation agreed upon between the Indenture Trustee, the successor Master Servicer and the Depositor; provided, however, that no such fee shall exceed the Servicing Fee. Within 30 days after any such public announcement, the Indenture Trustee, with the cooperation of the Depositor, shall negotiate in good faith and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price they shall pay to obtain such servicing. The Indenture Trustee upon receipt of the purchase price shall pay such purchase price to the Master Servicer (or being so removed, after deducting from any sum received by the Trust Estate if Indenture Trustee from the successor to the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for in respect of such sale, transfer and assignment all reasonable out-of-pocket costs (such and expenses of any public announcement and of any sale, transfer and assignment of the Indenture Trustee to servicing rights and responsibilities reasonably incurred hereunder. After such deductions, the remainder of such sum shall be documented paid by the Indenture Trustee to the extent possible) associated with Master Servicer at the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation time of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysale.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Bonds without regard to the Bond Insurance Policy or the Class B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations ’s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer’s prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to each of the Class 1-A-1 Bonds without regard to the Bond Insurance Policy or the Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2 Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 2-M-1, Class 2-M-2, Class 1-B-1, Class 1-B-2, Class 2-B-1 and Class 2-B-2 Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(b) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.09, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies without taking the Bond Insurance Policy into account. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee or other is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if such lesser compensation as the Indenture Trustee is acting as and such successor shall agree). The appointment of a successor Master Servicer) for all reasonable out-of-pocket costs Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (such expenses of including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be documented by the Indenture Trustee to the extent possible) associated with the transfer liable for any acts or omissions of servicing from the predecessor master servicerMaster Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, including without limitationthe Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 1- B-1 Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(b) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer ) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Xxx- or Xxxxxxx Mac- approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from the Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(b) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Xxx- or Freddie Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 ---------------------------------------------------- days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as -------- ------- successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment -------- of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds without regard to the Bond Insurance Policy or the Class 3-A, Class 3-M-1, Class 3-M-2 and Class 3-B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure ; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if such lesser compensation as the Indenture Trustee is acting as and such successor shall agree). The appointment of a successor Master Servicer) for all reasonable out-of-pocket costs Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (such expenses of including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be documented by the Indenture Trustee to the extent possible) associated with the transfer liable for any acts or omissions of servicing from the predecessor master servicerMaster Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, including without limitationthe Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee to (except for any representations or warranties of the Master Servicer under this Servicing Agreement, i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and the obligation to deposit amounts in respect warranties of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations ; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make P&I any Advances pursuant to Section 4.01; provided, however, the extent that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderfailed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Noteholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 20,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; PROVIDED, that any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies or the ratings assigned to the Notes. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would other wise have received pursuant to Section 3.13 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing AgreementAgreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Servicing Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee to (except for any representations or warranties of the Master Servicer under this Servicing Agreement, i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in respect its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations ; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make P&I any Advances pursuant to Section 4.01; provided, however, the extent that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderfailed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; PROVIDED, that any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensa tion which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing AgreementAgreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Servicing Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Titling Trust Servicing Agreement and the transactions set forth or provided for hereinin this Agreement and the Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, of this Agreement and the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01Titling Trust Servicing Agreement; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loansBackup Servicer satisfies the criteria for a successor servicer specified below, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01promptly appoint the Backup Servicer as the successor Servicer; and provided provided, further, that the predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any failure indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall be entitled to such compensation (whether payable out of the Servicing Fee and all funds relating to Collection Account or otherwise) as the Mortgage Loans to which the Master Servicer would have been entitled to under this Agreement if it no such notice of termination had continued been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to act hereunderInvestment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, if the Indenture Trustee does not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and a successor (i) having a net worth of not less than $[__________]100,000,000 and (ii) whose regular business includes the servicing of receivables of the type included in the Collateral, as the successor to the Master Servicer under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement and the Titling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement and the Titling Trust Servicing Agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Grantor Trust Certificates and Class 1-A-1, Class 1-A-2 and Class 2-A Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Bonds without regard to the Bond Insurance Policy or the Class M Bonds and Class B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1c) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or regulation from obligating itself to make advances regarding delinquent mortgage loans(b) select a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to each Rating Agency and a successor to the Master Servicer only, having a net worth of not less than $[__________]10,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by effectuate any such succession. To the Master Servicer (or by extent that the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such and expenses of the Indenture Trustee related to be documented any termination of the Master Servicer or appointment of a successor to the Master Servicer (including, without limitation all out of pocket legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Master Servicer) are not fully and timely reimbursed by the terminated Master Servicer, the Indenture Trustee shall be entitled to the extent possible) associated with the transfer reimbursement of servicing such costs and expenses from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelyPayment Account.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Upon the time receipt by the Master Servicer receives of a notice of terminationtermination pursuant to Section 6.01 or an Opinion of Counsel pursuant to Section 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall be automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of placed on the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Depositor shall have the right to make advances regarding delinquent mortgage loansselect a successor Master Servicer; provided further, then however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not be obligated previously made with respect to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor relevant Payment Date giving rise to the Master Servicer hereunderEvent of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to compensation which the Master Servicer would have been entitled to retain if it the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trusteeact, promptly appoint or petition a court of competent jurisdiction to appoint, an any established mortgage loan servicing housing and home finance institution acceptable which is a Fannie Mae- or Freddie Mac-approved servicer, and with respect to each Rating Agency and a sxxxxxxor to the Xxxxxx Servicer only, having a net worth of not less than $[__________]25,000,000, as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A-1, Class 1-A-2 and Class 2-A Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A-1, Class 1-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 2-A-1, Class 2-M-1, Class 2-M-2 and Class 2-B-1 Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee to (except for any representations or warranties of the Master Servicer under this Servicing Agreement, i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in respect its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representa tions and warranties of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations ; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make P&I any Advances pursuant to Section 4.01; provided, however, the extent that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderfailed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; PROVIDED, that any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing AgreementAgreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 2.05, to pay any deduc tible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Servicing Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Grantor Trust Certificates and Class 1-A-1, Class 1-A-2 and Class 2-A Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED that the appointment of any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Bonds without regard to the Bond Insurance Policy or the Class M Bonds and Class B Bonds by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if such lesser compensation as the Indenture Trustee is acting as and such successor shall agree). The appointment of a successor Master Servicer) for all reasonable out-of-pocket costs (such expenses Servicer shall not affect any liability of the Indenture Trustee predecessor Master Servicer which may have arisen under this Servicing Agreement prior to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicerits termination as Master Servicer (including, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee obligation to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the purchase Mortgage Loans properly and effectively.pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 and its capacity as the obligation Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure , except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other hereunder; PROVIDED that the appointment of any such successor master servicer Master Servicer shall be entitled acceptable to be reimbursed the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer (will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A Bonds and the Class 1-A-2 Bonds without regard to the Bond Insurance Policy or the Class 2-A-1, Class 2-A-2, Class 2-M-1, Class 2-M-2 Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6, and Class 2-B Bonds by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.Rating

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to make P&I Advances pursuant to Section 4.01purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself Trustee, as successor Master Servicer, shall be required to make advances regarding delinquent mortgage loans, then any Advances to the Indenture Trustee shall not be obligated extent that the Master Servicer failed to make P&I Advances pursuant such Advances, to Section 4.01; and provided further, that any failure to perform the extent such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class 1-A-1, Class 1-A-2, Class 2-A Bonds and Class M-1, Class M-2, Class M- 3, Class M-0, Xxxxx X-0 and Class M-6 Certificates by the Rating Agencies. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Trust Estate if Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer is unable to fulfill its obligations hereunder or hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer) for , shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all reasonable out-of-pocket costs (such expenses material respects with the rules and procedures of MERS in connection with the servicing of the Indenture Trustee Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to be documented by the Indenture Trustee revise its records to the extent possible) associated with reflect the transfer of servicing from to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor master servicer, including without limitation, any such costs or expenses associated Master Servicer shall cooperate with the complete successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer of all servicing data the Mortgage from MERS to the Indenture Trustee and the completionto execute and deliver such other notices, correction or manipulation of such servicing data documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required by under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee to correct any errors promptly upon receipt of the original with evidence of recording thereon or insufficiencies a copy certified by the public recording office in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelywhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a)(1) On and after the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or the Servicer does not receive a Servicer Renewal Notice pursuant to Section 7.02, the Note Insurer may (and if the Note Insurer fails to do so, the Indenture Trustee will be obligated to) appoint a successor Servicer meeting the criteria described below or, if it does not appoint a successor, or until the successor's appointment takes effect, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions set forth or provided for herein, herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by placed on the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof hereof, including, without limitation, the Master Servicer's obligations obligation to make P&I Monthly Advances pursuant and to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderpay Compensating Interest. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued been given and to act hereunderthe reimbursement of all Transition Expenses as described in Section 6.01. Notwithstanding In the above and subject to Section 6.02(a)(2) below, event that neither the Note Insurer nor the Indenture Trustee mayappoint a successor Servicer, if it shall be and the Indenture Trustee is unwilling to so act, or shall, if it is legally unable to so act or if as successor Servicer itself, it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or may petition a court of competent jurisdiction to appoint, an any established housing and home finance institution or any institution that regularly services non-conforming residential mortgage loans that is then servicing a non-conforming residential mortgage loan servicing institution acceptable to each Rating Agency 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 Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; provided that any such successor Servicer (other than the Indenture Trustee or an Affiliate thereof) shall be acceptable to the Note Insurer; and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the implied rating assigned to the Notes by any Rating Agency, without taking into account the existence of the Note Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree, which may be greater than the compensation described above. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master effect any such succession. The appointment of a successor Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses shall not affect any liability of the Indenture Trustee predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be documented by the Indenture Trustee to the extent possible) associated with the transfer liable for any acts or omissions of servicing from the predecessor master servicer, including without limitation, Servicer or for any breach by such costs Servicer or expenses associated with the complete transfer Issuer of all servicing data and any of its representations or warranties contained herein or in any related document or agreement. Each of the completion, correction or manipulation Rating Agencies shall be given written notice of such servicing data as may be required by the Indenture Trustee appointment of a successor Servicer pursuant to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelythis Section.

Indenture Trustee to Act; Appointment of Successor. (a)(1) a)(1)...On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunder. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________], as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket costs (such expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after the time the Master Servicer receives a notice of termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 12.1 and the obligation to deposit amounts in respect of losses pursuant to Section 3.1212.1) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01hereof; provided, however, that if the Indenture Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities during the period following the termination of the Master Servicer reasonably necessary for the Indenture Trustee as successor to the Master Servicer hereunder to assume the duties and responsibilities of the Master Servicer or caused by the Master Servicer's failure to provide information information, documents or funds (or any other items reasonably requested by the Indenture Trustee in order to succeed to the Master Servicer's responsibilities, duties and liabilities hereunder) required by Section 6.01 12.8 shall not be considered a default by the Indenture Trustee as successor to the Master Servicer hereunderhereunder and shall not result in any liability to the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to the Master Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to Section 6.02(a)(2) belowabove, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint appoint, or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $[__________]50,000,000, as the successor to the Master Servicer under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreement. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee pursuant to Section 12.7, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee or other and such successor master servicer shall take such action, consistent with this Agreement, as shall be entitled necessary to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee is acting as successor Master Servicer) for all reasonable out-of-pocket effectuate any such succession. All costs (such and expenses of the Indenture Trustee to be documented by the Indenture Trustee to the extent possible) associated with the transfer of the master servicing from responsibilities shall be paid by the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer terminated Master Servicer upon presentation of all servicing data and the completion, correction or manipulation reasonable documentation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelycosts.

Indenture Trustee to Act; Appointment of Successor. (a)(1a) On and after Within 90 days of the time the Master Servicer receives a notice of terminationtermination pursuant to Section 6.01 or sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing 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 the Master Servicer by the terms and arising thereafter provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be assumed by construed to permit or require the Indenture Trustee (except for or any representations or warranties of the other successor Master Servicer under this Servicing Agreement, to (i) succeed to the responsibilities, duties and liabilities contained of the initial Master Servicer in Section 2.01 its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the obligation Master Servicer prior to deposit amounts in respect the effectiveness of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; providedtermination hereunder, however, that if (iii) require or obligate the Indenture Trustee is prohibited Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by law any other Master Servicer, or regulation from obligating itself to make advances regarding delinquent mortgage loans, then (v) be responsible for the Indenture Trustee shall not be obligated to make P&I Advances pursuant to Section 4.01; representations and provided further, that any failure to perform such duties or responsibilities caused by warranties of the Master Servicer's failure ; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to provide information required by Section 6.01 shall make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not be considered a default determined by the Indenture Trustee as successor to the Master Servicer hereunderbe nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which such compensation as the Master Servicer would have been entitled to hereunder if it no such notice of termination had continued to act hereunderbeen given. Notwithstanding the above and subject above, (i) if the Indenture Trustee is unwilling to Section 6.02(a)(2act as successor Master Servicer, or (ii) belowif the Indenture Trustee is legally unable so to act, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to at least [__]% on behalf of the Voting Rights so request Bondholders and the Bond Insurer may (in writing to the Indenture Trustee, promptly situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appointappoint any established housing and home finance institution, an established bank or other mortgage loan servicing institution acceptable to each Rating Agency and servicer having a net worth of not less than $[__________], 10,000,000 as the successor to the Master Servicer under this Servicing Agreement hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Servicing Agreementhereunder; PROVIDED, that any such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies without taking the Bond Insurance Policy into account. The Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or other is unwilling to act as such, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor master servicer shall be entitled to be reimbursed by receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if such lesser compensation as the Indenture Trustee is acting as and such successor shall agree). The appointment of a successor Master Servicer) for all reasonable out-of-pocket costs Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (such expenses of including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be documented by the Indenture Trustee to the extent possible) associated with the transfer liable for any acts or omissions of servicing from the predecessor master servicerMaster Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, including without limitationthe Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectivelysuccession.