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

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by the Servicer of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the RMBS Master Servicer of sends a Termination Notice notice pursuant to Section 7.15.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall become the successor in all respects to the RMBS Master Servicer shall continue to perform all servicing ----------- functions in its capacity as RMBS Master Servicer under this RMBS Master Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the RMBS Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this RMBS Master Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor RMBS Master Servicer to (i) be responsible or accountable for any act or omission of the predecessor RMBS Master Servicer, (ii) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for the representations and warranties of the RMBS Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor RMBS Master Servicer, shall be required to make any Monthly Advances to the extent that the RMBS Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until to be a date mutually agreed upon by the Servicer and the Indenture TrusteeNonrecoverable Advance. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerRMBS Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor RMBS Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the RMBS Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryNotes by the Rating Agencies (as evidenced by a letter to such effect delivered by the Rating Agencies). Pending appointment of a successor to the RMBS Master Servicer hereunder, in no event shall unless the Indenture Trustee is prohibited by law from so acting or 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 shall be entitled to 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 RMBS Master Servicing Agreement prior to its termination as RMBS Master Servicer (including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor RMBS Master Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this RMBS Master Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Fannie Mae- or Freddie Mac-approvxx xxrxxxer, xxx xxxh respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice 6.01 or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer5.04, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint appoint, any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 25,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; PROVIDED, that any such successor Servicer shall be acceptable to the contraryNote Insurer, as evidenced by the Note Insurer's prior written consent which consent shall not be unreasonably withheld; and PROVIDED, FURTHER, that the appointment of any such successor Servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without giving effect to 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 successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Indenture Trustee pursuant to Section 5.07), 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 and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Indenture Trustee shall pay to the Servicer the amount, if any, paid by a successor servicer for the servicing feerights, after payment of the expenses of sale and amounts owed by the terminated Servicer to the Trust.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryGrantor Trust Certificates and Class 1-A-1, in no event shall Class 1-A-2, Class 1-A-3, Class 2-A, Class M-1, Class M-2, Class M- 3, Class M-4, Class M-5 and Class M-6 Bonds xx xxx Xxxxxx Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Property Manager or the Special Servicer resigns pursuant to the first paragraph of Section 5.04 or receives a Termination Notice notice of termination pursuant to Section 7.16.01, the Servicer Indenture Trustee shall continue be the successor in all respects to perform all servicing ----------- functions the Property Manager or the Special Servicer, as the case may be, in its capacity as such under this Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Property Manager or the Special Servicer, as the case may be, by the terms and provisions hereof; provided, however, that the Indenture Trustee, or any other successor Property Manager that is not an Affiliate of CFS, shall not be subject to the obligations of the Property Manager under Section 4.01(a) to provide the certification with respect to the Issuer or the obligations of the Property Manager or the Special Servicer to comply with the financial covenants set forth in Section 2.05; provided, further, that any failure to perform such duties or responsibilities caused by the Termination Notice failure of the Property Manager or otherwise specified the Special Servicer to cooperate or to provide information or monies required by Section 6.01(b) shall not be considered a default by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteehereunder. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If Neither the Indenture Trustee is unable nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee Section 3.06 hereunder nor shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Selleror any other successor be required to repurchase or substitute for any Lease or Mortgaged Property hereunder. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefore, the Indenture Trustee without further action shall automatically be appointed entitled to all fees and other compensation that the Successor Servicerresigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so to act, promptly appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial commercial lease servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryProperty Manager or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Property Manager or the Special Servicer, as the case may be, hereunder; provided, however, that no event such appointment will result in the downgrade, withdrawal or qualification of any rating assigned by any Rating Agency to the Notes without giving effect to the Insurance Policy (as confirmed in writing by each Rating Agency). No appointment of a successor to the Property Manager or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall 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, which shall accrue from the date of such appointment and assumption, of such successor out of payments on the Leases or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be liable for in excess of that permitted the resigning or terminated party hereunder. The Issuer, the Indenture Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the HELOC Back-Up Servicer of sends a Termination Notice notice pursuant to clause (i) of Section 7.15.04, the Indenture Trustee on behalf of the Class VI-A Noteholders (if it is unable to appoint a successor HELOC Back-Up Servicer in accordance with Section 6.01), or other successor appointed in accordance with this Section 6.02, shall continue be the successor in all respects to perform all servicing ----------- functions the HELOC Back-Up Servicer in its capacity as HELOC Back-Up Servicer under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice or otherwise specified responsibilities, duties and liabilities relating thereto placed on the HELOC Back-Up Servicer by the Indenture Trustee in writing orterms and provisions hereof, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice including but not limited to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer provisions of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, Article V; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would as successor HELOC Back-Up Servicer shall not constitute a fraudulent conveyance assume the obligations of Sellerthe HELOC Back-Up Servicer under Section 3.01 and Article IV herein and under the second paragraph of Section 3.01(a) of the HELOC Servicing Agreement. The retransfer deposit amount for such a retransfer Nothing in this Agreement shall be equal construed to permit or require the higher of the sum of Indenture Trustee or any other successor HELOC Back-Up Servicer to (i) the outstanding principal balance be responsible or accountable for any act or omission of the Notespredecessor HELOC Back-Up Servicer, plus accrued interest thereon, at the Note Rate, through the date of retransfer and or (ii) be responsible for the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's representations and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity warranties of the NotesHELOC Back-Up Servicer, except as provided herein. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerHELOC Back-Up Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor HELOC Back-Up Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Class VI-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the HELOC Back-Up Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the HELOC Back-Up Servicer hereunder. Notwithstanding anything else herein ; provided that the appointment of any such successor HELOC Back-Up Servicer (i) will not result in the qualification, reduction or withdrawal of the ratings assigned to the contraryClass VI-A Notes by the Rating Agencies without giving effect to the Policy (as evidenced by a letter to such effect delivered by the Rating Agencies) and (ii) is consented to in writing by the Insurer. Pending appointment of a successor to the HELOC Back-Up Servicer hereunder, in no event shall unless the Indenture Trustee is prohibited by law from so acting or 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 shall be entitled to receive compensation out of payments on HELOC Mortgage Loans in an amount equal to the compensation which the HELOC Back-Up Servicer would otherwise have received pursuant to this Agreement (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor HELOC Back-Up Servicer shall not affect any liability of the predecessor HELOC Back-Up Servicer which may have arisen under this Agreement prior to its termination as HELOC Back-Up Servicer (including, without limitation, to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor HELOC Back-Up Servicer be liable for any servicing feeacts or omissions of the predecessor HELOC Back-Up Servicer or for any breach by such HELOC Back-Up Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the HELOC Back-Up Servicer hereunder, the successor HELOC Back-Up Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Back-Up Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the HELOC Back-Up Servicer of sends a Termination Notice notice pursuant to clause (i) of Section 7.15.04, the Indenture Trustee on behalf of the Class II-A Noteholders and the Class II-A Certificateholders (if it is unable to appoint a successor HELOC Back-Up Servicer in accordance with Section 6.01), or other successor appointed in accordance with this Section 6.02, shall continue be the successor in all respects to perform all servicing ----------- functions the HELOC Back-Up Servicer in its capacity as HELOC Back-Up Servicer under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice or otherwise specified responsibilities, duties and liabilities relating thereto placed on the HELOC Back-Up Servicer by the Indenture Trustee in writing orterms and provisions hereof, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice including but not limited to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer provisions of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, Article V; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would as successor HELOC Back-Up Servicer shall not constitute a fraudulent conveyance assume the obligations of Sellerthe HELOC Back-Up Servicer under Section 3.01 and Article IV herein and under the second paragraph of Section 3.01(a) of the HELOC Servicing Agreement. The retransfer deposit amount for such a retransfer Nothing in this Agreement shall be equal construed to permit or require the higher of the sum of Indenture Trustee or any other successor HELOC Back-Up Servicer to (i) the outstanding principal balance be responsible or accountable for any act or omission of the Notespredecessor HELOC Back-Up Servicer, plus accrued interest thereon, at the Note Rate, through the date of retransfer and or (ii) be responsible for the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's representations and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity warranties of the NotesHELOC Back-Up Servicer, except as provided herein. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerHELOC Back-Up Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor HELOC Back-Up Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Class II-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the HELOC Back-Up Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the HELOC Back-Up Servicer hereunder. Notwithstanding anything else herein ; provided that the appointment of any such successor HELOC Back-Up Servicer (i) will not result in the qualification, reduction or withdrawal of the ratings assigned to the contraryClass II-A Notes by the Rating Agencies without giving effect to the Policy (as evidenced by a letter to such effect delivered by the Rating Agencies) and (ii) is consented to in writing by the Insurer. Pending appointment of a successor to the HELOC Back-Up Servicer hereunder, in no event shall unless the Indenture Trustee is prohibited by law from so acting or 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 shall be entitled to receive compensation out of payments on HELOC Mortgage Loans in an amount equal to the compensation which the HELOC Back-Up Servicer would otherwise have received pursuant to this Agreement (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor HELOC Back-Up Servicer shall not affect any liability of the predecessor HELOC Back-Up Servicer which may have arisen under this Agreement prior to its termination as HELOC Back-Up Servicer (including, without limitation, to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor HELOC Back-Up Servicer be liable for any servicing feeacts or omissions of the predecessor HELOC Back-Up Servicer or for any breach by such HELOC Back-Up Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the HELOC Back-Up Servicer hereunder, the successor HELOC Back-Up Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Back-Up Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 above or sends a notice pursuant to Section 6.04 hereof, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) hereof and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof as soon as practicable, but in the Termination Notice or otherwise specified by no event later than 90 days after the Indenture Trustee in writing orbecomes successor servicer. During such 90 day period, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than 50% making advances on the Mortgage Loans under Section 3.02(b) hereof) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the outstanding principal amount of each Seriesdate the Indenture Trustee notifies such Servicer to discontinue providing such services, and with prior written notice to the Rating Agencies) date on which a successor servicer (or the "Successor Servicer")Indenture Trustee has assumed all responsibilities, duties and such Successor liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall accept be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this 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 of the initial Servicer in its ------------------ appointment by capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a written assumption in a form acceptable to notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. The As compensation therefor, the Indenture Trustee may obtain bids from any potential successor servicershall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. If Notwithstanding the foregoing, if the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (ix) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Servicer shall be acceptable to the contraryEnhancer, 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 no event shall 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 hereof (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 Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01 hereof, to pay any deductible under an insurance policy pursuant to Section 3.04 hereof or to indemnify the Indenture Trustee pursuant to Section 6.06 hereof), nor shall any successor Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue 7.01 or resigns pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer6.04 herein, the Indenture Trustee without further action or a previously agreed upon successor Servicer shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint appoint, any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. 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. Notwithstanding anything else herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any servicing feeServicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 herein or to indemnify the Trust and 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 and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch, if rated by Fitch, and Moody’s, or is otherwise acceptable to Fitch, if rated by Fitch, and Moody’s and (iii) whose regular business includes the servicing of installment sales chargemotor vehicle related receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be liable for 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 servicing feesuch succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the time of the Servicer's termination, or the Servicer's receipt of notice if required by Section 9.01, or at any time if the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of a Termination Notice Counsel pursuant to Section 7.18.04 or the Servicer is removed as Servicer pursuant to this Article IX, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as Servicer under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice or otherwise specified responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Indenture Trustee in writing orshall not be liable for any actions of any Servicer prior to it, if no such date is specified in such Termination Notice or otherwise specified by and that the Indenture TrusteeTrustee shall not be obligated to make advances or payments pursuant to Sections 4.03, until 4.10 or 5.03 but only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to each such advance by a date mutually agreed upon by the Servicer and certification of a Responsible Officer of the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to all funds relating to the Successor ServicerSBA Loans which the Servicer would have been entitled to receive from the Principal and Interest Account pursuant to Section 4.04 if 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 Sections 5.01 and 5.03 and shall be shall be entitled to the Servicing Fee and the Premium Protection Fee. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable to so act or if the SBA requests in writing to actthe Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial servicing institution having acceptable to the SBA including but not limited to the SBA and, except for the SBA, satisfactory to the Administrative Agent, that has a net worth of not less than $50,000,000 50,000,000, and whose regular business includes the servicing of installment sales chargewhich is an approved SBA guaranteed lender in good standing, credit and/or credit card account receivables operating pursuant to an effective Loan Guaranty Agreement, as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein Any collections received by the Servicer after removal or resignation shall be endorsed by it to the contrary, in no event shall the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. As compensation, any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be liable entitled to receive all funds relating to the SBA Loans which the Servicer would have been entitled to receive from the Principal and Interest Account pursuant to Section 4.04 if the Servicer had continued to act as Servicer hereunder, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 6.03 and shall be entitled to the Servicing Fee and the Premium Protection Fee. In the event the Indenture Trustee is required to solicit bids as provided herein, the Indenture Trustee shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees and Premium Protection Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the Pending appointment of a successor to the Servicer hereunder, 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 SBA Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 6.03 or otherwise as provided in this Agreement. The Servicer, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer or the Special Servicer resigns pursuant to the first paragraph of Section 5.04 or receives a Termination Notice notice of termination pursuant to Section 7.16.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer shall continue to perform all servicing ----------- functions or the Special Servicer, as the case may be, in its capacity as such under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer or otherwise specified the Special Servicer, as the case may be, by the terms and provisions hereof, including if the Master Servicer is the resigning or terminated party, the Master Servicer's obligation to make P&I Advances; provided that any failure to perform such duties or responsibilities caused by the Master Servicer or the Special Servicer's, as the case may be, failure to cooperate or to provide information or monies required by Section 6.01(b) shall not be considered a default by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteehereunder. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If Neither the Indenture Trustee is unable nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee Section 3.06 hereunder nor shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Selleror any other successor be required to repurchase or substitute for any Mortgage Loan hereunder. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to all fees and other compensation which the Successor Servicerresigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if (i) it is legally unable to so to actact or (ii) if holders of at least 51% of the Bonds or the Owner Trust Certificates or (iii) if the Indenture Trustee is not approved as a Master Servicer or Special Servicer by either Rating Agency promptly appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial commercial loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer or the Special Servicer, as the case may be, hereunder in no event the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer, as the case may be, hereunder; provided that such appointment does not result in the downgrading, withdrawal or qualification of any rating assigned by either Rating Agency to any Class of Bonds (as confirmed in writing by each Rating Agency). No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall 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, which shall accrue from the date of such appointment and assumption, of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be liable for in excess of that permitted the resigning or terminated party hereunder. The Owner Trust, the Indenture Trustee, the Fiscal Agent, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer ) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Fannie Mae- or Frxxxxx Mxx- apprxxxx xxrvicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the [Master] Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Noteholders shall be the successor in writing orall respects to the [Master] Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the [Master] Servicer by the terms and provisions hereof. Nothing in such Termination Notice this Servicing Agreement or otherwise specified by in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial [Master] Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the [Master] Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor [Master] 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 [Master] Servicer, or (vi) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor [Master] Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor Servicer[Master] Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor [Master] Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Trust Estate holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the [Master] Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the [Master] Servicer hereunder. Notwithstanding anything else herein ; provided that any such successor [Master] Servicer shall be acceptable to the contraryCredit 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 [Master] Servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies if determined without regard to the Credit Enhancement Instrument. Pending appointment of a successor to the [Master] Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee 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 3.09 (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 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor [Master] Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer6.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including without further action shall automatically be appointed limitation, the Successor Servicerobligation to make Monthly Advances and to pay Compensating Interest. Notwithstanding the aboveAs compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Financial Guaranty Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to the Bonds by any Rating Agency. 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; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. Notwithstanding anything else herein The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the contrarylast sentence of Section 2.03), in no event nor shall the Indenture Trustee any successor Servicer be liable for any servicing feeacts or omissions of the predecessor Servicer or for any breach by such Servicer or the Issuer of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.19.01 hereof or a notice of determination pursuant to Section 8.05 hereof, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing (or, if no such date is specified Notes are outstanding, the Owner Trustee) or any successor Servicer shall be the successor in such Termination Notice all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or otherwise specified provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the Indenture Trusteeterms and provisions hereof, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer shall be relieved of servicingsuch responsibilities, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables duties and Seller may accept retransfer of all the Receivables, liabilities arising after such Service Transfer; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer will not assume any obligations of the NotesCITSF pursuant to Section 3.02 hereof or be obligated to deposit any net loss on an investment directed by a predecessor Servicer pursuant to Section 5.01(b) hereof, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by two recognized dealers CITSF of any of its obligations contained herein or in any related document or agreement. The Indenture Trustee and any successor Servicer shall have no responsibility for a similar security rated in the highest rating category by Moody's failure of CITSF and Standard & Poor's and having a remaining maturity substantially similar any predecessor Servicer to deliver to the remaining maturity of Indenture Trustee or such successor Servicer any property or funds belonging to the NotesTrust, including but not limited to the funds, records, Contracts and Contract Files. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically shall, except as provided in this Section 9.02, be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales chargeappoint, credit and/or credit card account receivables an Eligible Servicer as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding the foregoing sentence, so long as the Insurer is the Controlling Party, the Insurer shall have the right to designate any successor Servicer. Notwithstanding anything else herein nor in the Indenture to the contrary, in no event shall the Indenture Trustee or the successor Servicer be liable for any servicing feeServicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for therein. 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 (or, if no Notes are outstanding, the Owner Trustee) may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such compensation shall, without the written consent of not less than 66-2/3% of the principal amount of the Notes and Certificate Balance of the Certificates, be in excess of the Servicing Fee calculated based on a Servicing Fee Rate of 1.00%. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the Servicer representations and warranties of the Servicer; PROVIDED, HOWEVER, that the Indenture Trustee. The Indenture Trustee , as successor Servicer, shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice be required to make any Advances to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and extent that the Servicer delivers an Officer's Certificate failed to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of make such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of SellerAdvances. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given (other than compensation accruing prior to the notice of termination). Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders and the Note Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibili ties, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; PROVIDED, that any such successor Servicer shall be acceptable to the contraryNote Insurer, as evidenced by the Note Insurer's prior written consent and provided further that each Rating Agency shall have confirmed in no event shall writing that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies. 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 in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above6.01 hereof, the Indenture Trustee shall, to the extent provided in Section 3.04, be the successor to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities (except for liabilities of the predecessor Master Servicer) relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Indenture Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Indenture Trustee has become the successor to the Master Servicer in accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial mortgage loan servicing institution having the appointment of which does not adversely affect the then current rating of the Notes by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor Master Servicer shall be an institution that is a Fxxxxx Mxx and Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Issuer and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities and indemnities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 6.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Notes in effect immediately prior to such assignment and delegation will not less than $50,000,000 be qualified or reduced as a result of such assignment and whose regular business includes delegation. No appointment of a successor to the servicing Master Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of installment sales chargesuch proposed appointment shall have been provided by the Indenture Trustee to each Noteholder. The Indenture Trustee shall not resign as master servicer until a successor master servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, credit and/or credit card account receivables the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Successor 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 that no such compensation shall be in excess of that permitted the Master Servicer hereunder. Notwithstanding anything else herein The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to the contrary, in no event shall effectuate any such succession. Neither the Indenture Trustee nor any other successor master servicer shall be liable for deemed to be in default hereunder by reason of any servicing feefailure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryBonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, in no event shall unless the Indenture Trustee is prohibited by law from so acting or 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 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Noteholders shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the trans actions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in such Termination Notice this Servicing Agreement or otherwise specified by in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensa tion therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; PROVIDED that any such successor Servicer shall be acceptable to the contraryCredit 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 no event shall the qualification, reduction or with drawal of the ratings assigned to the Securities by the Rating Agencies. 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 Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt time the Servicer resigns pursuant to Section 4.04 or receives a notice of termination pursuant to Section 5.01, the Indenture Trustee shall (unless a successor is identified by the Servicer of a Termination Notice pursuant to Section 7.14.04), subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as such under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all of the Termination Notice responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or otherwise specified responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall not be considered a default by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice hereunder. Neither the Indenture Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or otherwise specified terminated party or for any losses incurred by the Indenture Trusteeresigning or terminated party. As compensation therefor, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may (and, if it is unable to so act, or if the Indenture Trustee is not approved as promptly as possible after the giving of a Termination Notice appoint (with the consent of an acceptable Servicer by each Rating Agency, or if the Noteholders holding greater entitled to more than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption Voting Rights so request in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the abovewriting, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if it is legally unable so to actapplicable), promptly appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial and qualified institution having with a net worth of not less than at least $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10 million as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall however, that the Indenture Trustee has received Rating Agency Confirmation from Fitch and has provided prior written notice to Moody’s with respect to the proposed successor Servicer. Pending such appointment, the Indenture Trustee will be liable 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; provided, however that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Indenture Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The reasonable out-of-pocket costs and expenses of transferring servicing feeshall 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 receive all amounts accrued and owing by it or to it under (and at such times as set forth in) this Agreement and the Transaction Documents on or prior to the date of termination (including the payment to the Servicer of any earned but unpaid Servicing Fees, Special Servicing Fees, Workout Fees and Liquidation Fees and unreimbursed Advances (together with Advance Interest thereon)).

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.02, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified Titling Trust Servicing Agreement and the transactions set forth or provided for in this Agreement and the Termination Notice or otherwise specified Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and provisions of this Agreement and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, Titling Trust Servicing Agreement; provided, however, -------- ------- that if the long-term unsecured debt predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time 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 purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher indemnification obligations of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar Servicer without regard to the remaining maturity of the Noteswhether it is still Servicer hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation (whether payable out of the Successor ServicerCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of installment sales chargereceivables of the type included in the Collateral, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Titling Trust Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and Within 90 days after the receipt by date the Master Servicer and the Indenture Trustee receive a notice of a Termination Notice termination of the Master Servicer pursuant to Section 7.17.01 or sends a resignation notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer hereunder and with respect to the transactions set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer and terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture TrusteeTrustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. The As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Master Servicer would have been entitled to hereunder if no such notice of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicertermination had been given. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and unwilling to act as successor Master Servicer or (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established financial mortgage loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, in duties or liabilities hereunder; provided, that such successor Master 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 no event Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event, if determined without regard to the Policy. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 Master Servicer would otherwise have received pursuant to Section 3.10 (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 that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any servicing feeacts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryClass 1-A-1, in no event shall Class 1-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 2-A-1, Class 2-M-1, Class 2-M-2 and Class 2-B-1 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01, sends a notice pursuant to Section 5.04, or its term expires and is not renewed pursuant to the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by penultimate paragraph of Section 6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall be the successor in writing orall respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iv) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Master Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, ; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'sIndenture Trustee, no such retransfer as successor Master Servicer, shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable be required to make any required Advances to the Indenture Trustee extent that the Master Servicer failed to make such retransfer would not constitute a fraudulent conveyance of SellerAdvances. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so notify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan Master Servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Master Servicer shall be acceptable to the contraryNote Insurer, as evidenced by the Note Insurer's prior written consent (which consent shall not be unreasonably withheld) and provided further that the appointment of any such successor Master Servicer will not result in no event the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies or the ratings assigned to the Notes without taking into account the Note Insurance Policy; provided, however, Advanta shall become the successor Master Servicer if the Master Servicer was terminated for reasons other than due to any action or inaction on the part of Advanta. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 pur suant 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 succes sor Master Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue 7.01 or resigns pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer6.04 herein, the Indenture Trustee without further action or a previously agreed upon successor Servicer shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies. 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. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be held liable for any servicing fee.Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as the Indenture Trustee and such successor may agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), nor shall any 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 and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. 91

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the Master Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 7.18.01 or resignation pursuant to Section 7.04, the Indenture Trustee shall be the successor to the Master Servicer in its capacity as servicer under this Agreement, and shall continue be subject to perform all servicing ----------- functions the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the previous Master Servicer. As compensation therefor, 77 the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such Termination Notice appointment has occurred, such trustee or otherwise specified by official may have the power to prevent the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of Insurer or the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to effecting a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial institution institution, having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle retail installment sales chargecontracts, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer under this Agreement. Pending appointment of any such successor Master Servicer, in no event shall the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts it and such successor shall agree; provided, however, that no such compensation shall be liable for in excess of that permitted the Master Servicer under this Agreement without the consent of the Insurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given. Notwithstanding the above, the Indenture Trustee may, if it is unwilling to so act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution for the appointment of, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long-term unsecured debt rating from Xxxxx’x of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x) and (iii) whose regular business includes the servicing of installment sales chargedealer floor plan automotive receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, in no event duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement (except that such successor shall the Indenture Trustee not be liable for any servicing feeliabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and provisions of any Specified Support Arrangement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of Collections 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 and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, ; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'sIndenture Trustee, no such retransfer as successor Servicer, shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable be required to make any required Advances to the Indenture Trustee extent that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases failed to act as Servicermake such Advances. As compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable to so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution hous- ing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Servicer shall be acceptable to the contraryBond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the 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 Servicer would otherwise have received pursuant to Section 3.15 (or such lesser or greater compensation as the Indenture Trustee and such successor shall agree; provided, however, that any greater compensation shall only be payable from amounts that otherwise would be distributed to the Certificateholders). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, 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 Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and Within 90 days after the receipt by date the Master Servicer and the Indenture Trustee receive a notice of a Termination Notice termination of the Master Servicer pursuant to Section 7.17.01 or sends a resignation notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer hereunder and with respect to the transactions set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer and terms hereof provided, however, the Indenture TrusteeTrustee will use its reasonable best efforts to perform the duties of the Master Servicer prior to the end of such 90-day period. The Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Master Servicer would have been entitled to hereunder if no such notice of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicertermination had been given. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and unwilling to act as successor Master Servicer or (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established financial mortgage loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, in duties or liabilities hereunder; provided, that no event Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 Master Servicer would otherwise have received pursuant to Section 3.10 (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 that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any servicing feeacts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the time of the Servicer's termination, or the Servicer's receipt of notice if required by Section 9.01, or at any time if the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of a Termination Notice Counsel pursuant to Section 7.18.04 or the Servicer is removed as Servicer pursuant to this Article IX, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as Servicer under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice or otherwise specified responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Indenture Trustee in writing orshall not be liable for any actions of any Servicer prior to it, if no such date is specified in such Termination Notice or otherwise specified by and that the Indenture TrusteeTrustee shall not be obligated to make advances or payments pursuant to Sections 4.03, until 4.10 or 5.03 but only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to each such advance by a date mutually agreed upon by the Servicer and certification of a Responsible Officer of the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to all funds relating to the Successor ServicerSBA Loans which the Servicer would have been entitled to receive from the Principal and Interest Account pursuant to Section 4.04 if 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 Sections 5.01 and 5.03 and shall be shall be entitled to the Servicing Fee and the Premium Protection Fee. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable to so act or if the SBA requests in writing to actthe Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial servicing institution having acceptable to the SBA including but not limited to the SBA and, except for the SBA, satisfactory to the Administrative Agent, that has a net worth of not less than $50,000,000 50,000,000, and whose regular business includes the servicing of installment sales chargewhich is an approved SBA guaranteed lender in good standing, credit and/or credit card account receivables operating pursuant to an effective Loan Guaranty Agreement, as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein Any collections received by the Servicer after removal or resignation shall be endorsed by it to the contrary, in no event shall the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. As compensation, any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be entitled to receive all funds relating to the SBA Loans which the Servicer would have been entitled to receive from the Principal and Interest Account pursuant to Section 4.04 if the Servicer had continued to act as Servicer hereunder, together with any other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 6.03 and shall be entitled to the Servicing Fee and the Premium Protection Fee. In the event the Indenture Trustee is required to solicit bids as provided herein, the Indenture Trustee shall solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fees and Premium Protection Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The 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 unreimbursed Servicing Advances. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee as a Servicing Fee to the SBA at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, 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 the Principal and Interest Account or Spread Account by the Servicer or which are thereafter received with respect to the SBA 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 distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to the SBA and each Noteholder and Certificateholder and the Indenture Trustee, the SBA and the Administrative Agent shall have consented thereto. The Indenture Trustee shall not resign as servicer until a successor servicer acceptable to the SBA and the Administrative Agent has been appointed. Pending appointment of a successor to the Servicer hereunder, 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 SBA Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 6.03 or otherwise as provided in this Agreement. The Servicer, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.110.01 hereof, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as Servicer under this Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor servicer shall not be liable for any actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the Termination Notice Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02, 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 otherwise specified by qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that 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 writing such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 7.03 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, if no such date is specified in such Termination Notice or otherwise specified by at the direction of the Indenture Trustee, until a date mutually agreed upon by to the Servicer and successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, 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 shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall as promptly as possible after deduct from any sum received by the giving Indenture Trustee from the successor to the Servicer in respect of a Termination Notice appoint (with the consent such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the Noteholders holding greater than 50% of servicing rights and responsibilities hereunder and the outstanding principal amount of each Series, any unpaid Servicing Fees and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment unreimbursed Servicing Advances made by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If After such deductions, the remainder of such sum shall be paid by the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 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 effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested by Moodyit to enable it to assume the Servicer's functions hereunder and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable promptly also transfer to the Indenture Trustee that or such retransfer would not constitute a fraudulent conveyance of Sellersuccessor 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 Home Loans. The retransfer deposit amount for such a retransfer Neither the Indenture Trustee nor any other successor servicer shall be equal held liable by reason of any failure to the higher of the sum of make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the outstanding principal balance failure of the NotesServicer to deliver, plus accrued interest thereonor any delay in delivering, at the Note Ratecash, through the date of retransfer and documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the average bid price quoted by two recognized dealers for Servicer hereunder. No appointment of a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar successor to the remaining maturity Servicer hereunder shall be effective until written notice of the Notes. In the event that a Successor Servicer has not such proposed appointment shall have been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, provided by the Indenture Trustee without further action shall automatically be appointed to each Securityholder, the Successor Servicer. Notwithstanding Issuer and the aboveDepositor and, except in the case of the appointment of the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer (when no consent shall be required), in no event the Depositor, the Majority Noteholders and the Issuer shall the Indenture Trustee be liable for any servicing feehave consented thereto.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, ; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'sIndenture Trustee, no such retransfer as successor Servicer, shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable be required to make any required Advances to the Indenture Trustee extent that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases failed to act as Servicermake such Advances. As compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution hous- ing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Servicer shall be acceptable to the contraryBond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the 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 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 Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insur- ance policy pursuant to Section 3.11 or to indemnify the Inden- ture Trustee pursuant to Section 5.06), nor shall any successor Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the Master Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 7.18.01 or Section 8.06 or resignation pursuant to Section 7.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until or in the case of a date mutually agreed upon termination pursuant to Section 8.06, the Backup Servicer, shall be the successor to the Master Servicer in its capacity as servicer under this Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Seriesthis Agreement, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If except that neither the Indenture Trustee is unable nor the Backup Servicer shall be obligated to obtain any bids from any potential successor servicer and purchase Contracts pursuant to Section 4.07 unless the Servicer delivers an Officer's Certificate obligation to repurchase arose after the date of the notice of termination given to the effect that it cannot Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in good faith cure this Agreement arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (including any right of indemnity) of the Master Servicer. 67 Furthermore, the Backup Servicer shall have a right of indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer. As compensation therefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default which gave rise other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee or the Noteholders from effecting a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, in the event of a termination of the Master Servicer pursuant to Section 8.01, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial institution institution, having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle retail installment sales chargecontracts, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer under this Agreement. Pending appointment of any such successor Master Servicer, in no event shall the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts it and such successor shall agree. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be liable for necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and Within 90 days after the receipt by date the Master Servicer and the Indenture Trustee receive a notice of a Termination Notice termination of the Master Servicer pursuant to Section 7.17.01 or sends a resignation notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer hereunder and with respect to the transactions set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer and terms hereof provided, however, the Indenture TrusteeTrustee will use its reasonable best efforts to perform the duties of the Master Servicer prior to the end of such 90-day period. The Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Master Servicer would have been entitled to hereunder if no such notice of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicertermination had been given. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and unwilling to act as successor Master Servicer or (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established financial mortgage loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, in duties or liabilities hereunder; provided, that such successor Master 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 no event Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event, determined without regard to the Policy. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting (which shall be evidenced by an Opinion of Counsel of a law firm of national reputation provided by the Indenture Trustee to the Enhancer), the Indenture Trustee shall 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 Master Servicer would otherwise have received pursuant to Section 3.10 (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 that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any servicing feeacts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryClass A-1, in no event shall Class A-2, Class M-1, Class M-2, Class M-3 and Class M-4 Bonds bx xxx Xxxxxx Xgencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.110.01 above, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 9.04, or the Servicer is removed as servicer pursuant to this Article X, the Indenture Trustee shall be, with respect to such Group, the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until with respect to such Group and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice or otherwise specified responsibilities, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivablesprovisions hereof, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee shall have no liability or obligation hereunder in respect of any period prior to becoming such successor, whether for acts or omissions of any prior servicer or otherwise. The Indenture Trustee, as successor to the Servicer, shall be obligated to make advances pursuant to Sections 6.09, 6.10, 5.10 or 5.14 unless, and only to the extent, the Indenture Trustee determines reasonably and in good faith that such retransfer advances would not constitute be recoverable pursuant to Sections 5.04(ii), 6.06(c)(A)(X)(v) and (vi) or 6.06(c)(A)(Y)(iv) and (v) with respect to Group 1, or 6.06(c)(B)(X)(v) and (vi) or 6.06(c)(B)(Y)(iv) and (v) with respect to Group 2 above, such determination to be evidenced by a fraudulent conveyance certification of Sellera Responsible Officer of the Indenture Trustee delivered to the Note Insurer. Subject to its determination that such advances would not be recoverable in accordance with the foregoing, the Indenture Trustee, as successor to the Servicer, shall be obligated to advance any amount described in clause (c)(vii) of the definition of Class A Principal Remittance Amount. As compensation therefor, the Indenture Trustee, or any successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Mortgage Loans which the Servicer would have been entitled to receive from the related Principal and Interest Account pursuant to Section 5.04 above if the Servicer had continued to act as servicer hereunder, together with other servicing compensation as provided in Sections 7.01 and 7.03 above. In no event shall the Indenture Trustee or the Trust acquire any rights to the Depositor's Yield. The retransfer deposit amount for such a retransfer Indenture Trustee also shall have the right to elect to be successor to the Servicer with respect to less than all of the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and shall be equal entitled to select such responsibilities and duties (and related liabilities) and appoint a successor servicer to perform the higher of the sum of other responsibilities (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notesrelated liabilities). In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action makes such election, the aggregate compensation payable to the Indenture Trustee and the successor servicer may be equal to (but shall automatically not be appointed in excess of) that set forth in Section 7.03, the Successor Servicerbreakdown of such compensation between the Indenture Trustee and such successor servicer to be determined by them. In the event the Indenture Trustee makes such election, it shall provide prompt written notice to the Seller and the Note Insurer, which notice shall identify the successor servicer, the portion of the responsibilities, duties and liabilities to be performed by the Indenture Trustee and the Servicer and the portion of the compensation of the Servicer which is to be paid to each of the Indenture Trustee and such successor servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so act or if the Majority Noteholders of the affected Group(s) or the Note Insurer so request in writing to actthe Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial mortgage loan servicing institution having acceptable to the Note Insurer, which acceptance shall not be unreasonably withheld, that has a net worth of not less than $50,000,000 15,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables which is approved as a servicer by Xxxxxx Xxx and Xxxxxxx Mac as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein Any collections received by the Servicer after removal or resignation shall be endorsed by it to the contrary, in no event shall the Indenture Trustee and remitted directly to the 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) so appointed shall be the aggregate Servicing Fees, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, 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 the related Principal and Interest Account by the Servicer or which are thereafter received with respect to the Mortgage 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 distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder. The Indenture Trustee shall not resign as successor servicer until another successor servicer reasonably acceptable to the Note Insurer has been appointed. Pending appointment of a successor to the Servicer hereunder, 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; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.03, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. The Servicer, the Indenture Trustee, any servicing feeCustodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and Within 90 days after the receipt by date the Master Servicer and the Indenture Trustee receive a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a resignation notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer hereunder and with respect to the transactions set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer and terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture TrusteeTrustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. The As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If the Enhancer desires to have a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to Person other that the Indenture Trustee. The Indenture Trustee may obtain bids from any potential serve as successor servicer. If Master Servicer or if the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and unwilling to act as successor Master Servicer or (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, then the Enhancer shall appoint or the Indenture Trustee may appoint, with the consent of the Enhancer, or may petition a court of competent jurisdiction to appoint any established financial mortgage loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, in duties or liabilities hereunder; provided, that no event Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that such the appointment of such successor Master Servicer would result in a Rating Event, determined without regard to the Policy. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 Master Servicer would otherwise have received pursuant to Section 3.10 (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 that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any servicing feeacts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in writing orall respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in 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, until a date mutually agreed upon 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 Servicer representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee. The Indenture Trustee , as successor Master Servicer, shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice be required to make any Advances to the Rating Agencies) a successor servicer (extent that the "Successor Servicer"), and Master Servicer failed to make such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture TrusteeAdvances. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; PROVIDED, that any such successor Master Servicer shall be acceptable to the contraryBond 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 no event shall the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 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 servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 8.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 7.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Sponsor shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 7.07, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, with the consent of the Note Insurer (so long as no Note Insurer Default exists), appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall that the Indenture Trustee receives a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be liable 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 7.06 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On ---------------------------------------------------- and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.18.02, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for in this Agreement, and shall be subject to all the Termination Notice or otherwise specified responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and -------- ------- that if the long-term unsecured debt successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time 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 purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher indemnification obligations of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar Servicer without regard to the remaining maturity of the Noteswhether it is still Servicer hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation (whether payable out of the Successor ServicerCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of installment sales chargemedium and heavy duty truck, credit and/or credit card account receivables bus and trailer receivables, as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no -------- ------- such compensation shall be liable for 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 servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Servicer of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by (and the Indenture Trustee, until a date mutually agreed upon if notice is sent by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving Holders) receives a notice of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice termination pursuant to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 6.01 or 5.04, the Indenture Trustee without further action (or such other successor Servicer as is approved in accordance with this Servicing Agreement) shall automatically be appointed the Successor successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shall, is unwilling to act as successor Servicer or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint appoint, any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the contraryNotes or the ratings that are in effect by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, in no event shall 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 Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The successor servicer shall be entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the servicing to the successor servicer. The appointment of a successor servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.12 or to indemnify the Indenture Trustee and other Persons pursuant to Section 3.26, nor shall any successor Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In the event of a Servicer Event of Termination, notwithstanding anything to the contrary above, the Indenture Trustee and the Issuer hereby agree that upon delivery to the Indenture Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when notification of such event shall have been provided to the Indenture Trustee, whereunder the Servicer shall resign as Servicer under this Servicing Agreement, the Indenture Trustee shall appoint the Servicing Rights Pledgee or its designee as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Servicing Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by the Servicer of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the 37 Indenture Trustee in writing or, if no such date is specified in such Termination Notice Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture TrusteeTrustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer which nominee shall be selected by the Indenture Trustee as the Successor Servicer. The Indenture Trustee may obtain bids from any potential successor servicer. The Indenture Trustee shall not be liable for any differential between the Monthly Servicing Fee and any amount necessary to engage a Successor Servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer servicer, the Indenture Trustee has not appointed the Transferor's nominee and the Servicer delivers to the Indenture Trustee an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Indenture Trustee shall offer Seller notify each Enhancement Provider that a sale of the right Receivables is proposed and shall provide each Enhancement Provider an opportunity to accept retransfer of all bid on the Receivables and Seller may accept retransfer shall offer the Transferor the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Indenture Trustee, but in no event less than an amount equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in the Excess Funding Account and any principal funding account with respect to any Series) on the date of such purchase plus all accrued but unpaid interest on the Notes of all Series at the Receivables, applicable Note Interest Rates through the end of the applicable interest accrual periods of such Series plus any other unpaid amounts required to be paid pursuant to this Section 7.2 under any Indenture Supplement; provided, however, -------- ------- that that, if the long-term unsecured debt obligations Transferor shall not have a rating of Seller are not rated at the time of such purchase at least P-3 or Baa3 or higher by Moody's and BBB- or higher by Standard & Poor's, no such retransfer reassignment shall occur unless Seller the Transferor shall deliver to the Indenture Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer reassignment would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notesconveyance. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee (as trustee hereunder) without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, charge card or revolving credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein to the contrarycontrary in this Agreement, in no event the entire amount of the reassignment deposit amount shall be distributed to the Noteholders of the related Series on the subsequent Distribution Date for such Series pursuant to the related Indenture Trustee Supplement (except for amounts payable to any Enhancement Provider under the applicable Enhancement Agreement, which amounts shall be liable for distributed to such Enhancement Provider). Promptly after the appointment of any servicing feeSuccessor Trustee, the Transferor shall furnish written notification of such appointment to each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long term debt rating of investment grade by a Rating Agency or must otherwise be acceptable to a Rating Agency and (iii) whose regular business includes the servicing of installment sales chargemotor vehicle related receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any servicing feesuch succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by the Servicer of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) an Eligible Servicer as a successor servicer Servicer (the "Successor Servicer"), ) and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, petition (at the expense of the Servicer) a court of competent jurisdiction to appoint any established financial institution having an Eligible Servicer. The Indenture Trustee shall immediately give notice to the Owner Trustee, the Rating Agencies and the Noteholders upon the appointment of a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunderServicer. Notwithstanding anything else herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions contemplated hereby. In the event that the Indenture Trustee becomes the Successor Servicer, (i) copies of all sub-servicing feeagreements shall be provided to the Indenture Trustee and (ii) the Indenture Trustee shall have the right to terminate any sub-servicing agreements.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.02, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for in this Agreement, and shall be subject to all the Termination Notice or otherwise specified responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, this Agreement; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at Backup Servicer satisfies the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers criteria for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicersuccessor servicer specified below, the Indenture Trustee shall promptly appoint the Backup Servicer as the successor Servicer; provided, further, that the 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 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 further action regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall automatically be appointed entitled to such compensation (whether payable out of the Successor ServicerCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, 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 to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000 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 installment sales chargereceivables of the type included in the Collateral, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be liable for 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 servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 above or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 hereof to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (i) immediately assume the duties of Seller are the Master Servicer or (ii) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion but subject to Section 5.06 of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicerthis Agreement, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Xxx- or Freddie Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary, in no event shall ; 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 liable 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 Agreement 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.110.01, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing orreceives the resignation of the Servicer evidenced by an opinion of counsel or accompanied by the consents required by Section 9.04 then, if no such date is specified in such Termination Notice or otherwise specified by subject to Section 4.08, the Indenture Trustee, until with the consent of the Majority Noteholders, shall appoint a date mutually agreed upon successor Servicer to be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor Servicer shall not be liable for any actions of any Servicer prior to it; provided further, however, that if a successor Servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer and shall assume the responsibilities of the Servicer hereunder. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02 (a) it shall do so in its individual capacity and not as Indenture Trustee and (b) the Indenture Trustee will become licensed, qualified and in good standing in each Mortgaged Property state the laws of which require licensing or qualification, in order for the Indenture Trustee to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property state. The successor Servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor Servicer appointed pursuant to this Section 10.02, shall be entitled to all Servicing Compensation as provided in this Agreement. The Servicer shall not be entitled to any termination SALE AND SERVICING AGREEMENT (IBJ WAREHOUSE) - Page 81 fee if it is terminated pursuant to Section 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the prior Servicer after its removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. The compensation of any successor Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, 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 shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall as promptly as possible after deduct from any sum received by the giving Indenture Trustee from the successor Servicer in respect of a Termination Notice appoint (with the consent such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the Noteholders holding greater than 50% of servicing rights and responsibilities hereunder and the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment any unreimbursed Servicing Advances made by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If After such deductions, the remainder of such sum shall be paid by the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 sale, transfer and assignment to the successor Servicer. 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 of a successor Servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and the succession of a successor Servicer and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by Moodythe applicable party to enable it to assume the Servicer's functions hereunder and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable promptly also transfer to the Indenture Trustee that or such retransfer would not constitute a fraudulent conveyance of Sellersuccessor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received by it with respect to the Home Loans. The retransfer deposit amount for such a retransfer Neither the Indenture Trustee nor any other successor Servicer shall be equal held liable by reason of any failure to the higher of the sum of make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the outstanding principal balance failure of the Notesprior Servicer to deliver, plus accrued interest thereonor any delay in delivering, at the Note Ratecash, through the date of retransfer and documents or records to it, or (ii) restrictions relating to the average bid price quoted prior Servicer imposed by two recognized dealers for any regulatory authority having jurisdiction over the prior Servicer hereunder. No appointment of a similar security rated successor Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Noteholder, the Issuer, the Seller and the Note Insurer and, except in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity case of the Notesappointment of the Indenture Trustee as successor Servicer (when no consent shall be required), the Seller, the Majority Noteholders and the Issuer shall have consented thereto. In the event that Pending appointment of a Successor successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicerhereunder, the Indenture Trustee without further action shall automatically be appointed the Successor Serviceract as Servicer hereunder as hereinabove provided. Notwithstanding the above, In connection with such appointment the Indenture SALE AND SERVICING AGREEMENT (IBJ WAREHOUSE) - Page 82 Trustee shallmay make such arrangements for the compensation of such successor Servicer as it and such successor Servicer shall agree; provided, if it is legally unable so to acthowever, petition a court that no such compensation shall be in excess of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables Servicing Compensation as the Successor Servicer hereunder. Notwithstanding anything else herein to the contrary, provided in no event shall the Indenture Trustee be liable for any servicing feethis Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee shall appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within [__] days of such notice, the Indenture Trustee, in a period not to exceed [__] days, shall appoint a successor Servicer or shall itself become the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor servicer, immediately will assume all of the obligations of the Servicer to make advances hereunder. During such [__] day period, neither the Indenture Trustee nor any successor servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such [__] day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, any successor servicer other than the Indenture Trustee shall be entitled to such compensation as it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. The predecessor Servicer shall continue to perform all servicing ----------- functions under this Agreement until also pay the date specified in Transition Costs of the Termination Notice Indenture Trustee or otherwise specified other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent be paid pursuant to Section 3.05(a)(i) of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor ServicerIndenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee shallis unwilling to act as successor servicer itself or appoint a successor to act as successor servicer, or (ii) if it the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables [__] as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided that any such successor servicer shall be acceptable to the contraryCredit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the appointment of any such successor servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies, if determined without regard to the Credit Enhancement Instrument. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed [__] days, shall itself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder 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 other compensation as the Credit Enhancer and such successor shall agree, together with the Transition Costs of the successor servicer, which shall be paid by the predecessor Servicer). The appointment of a successor servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee, the Trust, the Credit Enhancer and the Owner Trustee pursuant to Section 6.06), nor shall any successor servicer be liable for any servicing feeacts or omissions of the predecessor Servicer or for any breach by such predecessor servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.19.02 unless and until the Control Party has designated a successor Servicer, which has accepted such appointment, the Back-up Servicer shall continue be the successor in all respects to perform all servicing ----------- functions the Servicer in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for in this Agreement, and shall be subject to all the Termination Notice or otherwise specified responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, this Agreement; provided, however, -------- ------- that if the long-term unsecured debt predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time Servicer arising as a result of such purchase at least Baa3 by Moody's acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and BBB- by Standard & Poor'sprovided, no such retransfer further, that ALS shall occur unless Seller remain liable for the indemnification obligations of the Servicer under subsections 8.01(ii) and (iv) of this Agreement without regard to whether it is still Servicer hereunder. Servicer shall deliver an Opinion of Counsel reasonably acceptable be subrogated to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher rights of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for indemnified party with respect to claims against a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notesreplacement Servicer. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action or a successor Servicer designated by the Control Party shall automatically be appointed entitled to reimbursement of costs and expenses incurred in the Successor transfer and conversion of the electronic records relating to the Loans and the Receivables received from the predecessor Servicer. Notwithstanding , together with such compensation (whether payable out of the above, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables Collection Accounts or otherwise) as the Successor Servicer hereunder. Notwithstanding anything else herein would have been entitled to the contrary, in under this Agreement if no event shall the Indenture Trustee be liable for any servicing fee.such notice of termination

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by [Rating Agency Name] and [Rating Agency Name], or is otherwise acceptable to [Rating Agency Name] and [Rating Agency Name] and (iii) whose regular business includes the servicing of installment sales chargemotor vehicle related receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be liable for 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 servicing feesuch succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a01) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer ) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer’s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryClass 1-A, in no event shall Class 1-AM, Class 1-A-IO, Class 2-A, Class 2-AM, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 1-B and Class 2-B Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® 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 under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer ) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Fannie Mae- or Freddie Mac-apprxxxx xexxxcer, xxx xxxh respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given. Notwithstanding the above, the Indenture Trustee may, if it is unwilling to so act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution for the appointment of, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long-term unsecured debt rating from Moody’s of at least Baa3 (unless such requirement is expressly waived by Moody’s) and (iii) whose regular business includes the servicing of installment sales chargedealer floor plan automotive receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, in no event duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement (except that such successor shall the Indenture Trustee not be liable for any servicing feeliabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and provisions of any Specified Support Arrangement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of Collections 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 and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the Servicer representations and warranties of the Servicer; PROVIDED, HOWEVER, that the Indenture Trustee. The Indenture Trustee , as successor Servicer, shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice be required to make any required Advances to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and extent that the Servicer delivers an Officer's Certificate failed to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of make such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of SellerAdvances. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution hous ing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; PROVIDED, that any such successor Servicer shall be acceptable to the contraryBond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capa city 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 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 Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, 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 Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Home Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified in transactions set forth or provided for herein and shall immediately assume all of the Termination Notice or otherwise specified 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 Indenture Trustee terms and provisions hereof as soon as practicable, but in writing orno event later than 90 days after the termination of the Servicer. During such 90 day period, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater Credit Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than 50% 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 provide such services as directed by the Indenture Trustee until the earliest of the outstanding principal amount of each Seriesdate the Indenture Trustee notifies such Servicer to discontinue providing such services, and with prior written notice to the Rating Agencies) date on which a successor servicer (or the "Successor Servicer")Indenture Trustee has assumed all responsibilities, duties and such Successor liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall accept be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this 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 of the initial Servicer in its ------------------ appointment by capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a written assumption in a form acceptable to notice of termination hereunder, (iii) require or obligate 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 representations and warranties of the Servicer. The As compensation therefor, the Indenture Trustee may obtain bids from any potential successor servicershall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. If Notwithstanding the foregoing, if the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (ix) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Home Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Servicer shall be acceptable to the contraryCredit 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 no event shall 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 Agreement 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 servicing feeacts 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 and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Servicer 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, including the obligations to make Servicer Advances which have been or will be required to be made, by the terms and 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 continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified provide such services as directed by the Indenture Trustee in writing oruntil 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 period during which the Servicer is obligated to provide such services as if no such date is specified termination of the Servicer had occurred. Nothing in such Termination Notice this Agreement or otherwise specified by in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement (other than Servicer Advances deemed recoverable and not previously made), (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, until a date mutually agreed upon 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 Servicer representations and warranties of the Indenture TrusteeServicer. The As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Servicer would have been entitled to hereunder if no such notice of a Termination Notice appoint (with termination had been given. Notwithstanding the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Seriesforegoing, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If if the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (ix) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; and provided that the appointment of any such successor Servicer will not result in a Rating Event. Notwithstanding anything else herein Pending appointment of a successor to the contraryServicer hereunder, in no event shall 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 Agreement 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 servicing feeacts 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 and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.18.02, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for in this Agreement, and shall be subject to all the Termination Notice or otherwise specified responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and -------- ------- that if the long-term unsecured debt successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time 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 purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher -------- ------- indemnification obligations of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar Servicer without regard to the remaining maturity of the Noteswhether it is still Servicer hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation (whether payable out of the Successor ServicerCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of installment sales chargemedium and heavy duty truck, credit and/or credit card account receivables bus and trailer receivables, as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no -------- ------- such compensation shall be liable for 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 servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 above or sends a notice pursuant to Section 6.04 hereof, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for herein and shall immediately assume all of the obligations of the Master Servicer to make advances on Mortgage Loans under Section 3.02(b) hereof and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof as soon as practicable, but in the Termination Notice or otherwise specified by no event later than 90 days after the Indenture Trustee in writing orbecomes successor servicer. During such 90 day period, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater Enhancer, may require the Master Servicer being terminated to continue to perform such servicing responsibilities (other than 50% making advances on the Mortgage Loans under Section 3.02(b) hereof) as the Indenture Trustee deems appropriate. In such event, the Master Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the outstanding principal amount of each Seriesdate the Indenture Trustee notifies such Master Servicer to discontinue providing such services, and with prior written notice to the Rating Agencies) date on which a successor servicer (or the "Successor Servicer")Indenture Trustee has assumed all responsibilities, duties and such Successor liabilities of the Master Servicer hereunder or the expiration of the 90 day period. The Master Servicer shall accept be entitled to the Servicing Fee hereunder for any period during which the Master Servicer is obligated to provide such services as if no termination of the Master Servicer had occurred. Nothing in this 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 of the initial Master Servicer in its ------------------ appointment by capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a written assumption in a form acceptable to 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 Permitted Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer. The As compensation therefor, the Indenture Trustee may obtain bids from any potential successor servicershall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If Notwithstanding the foregoing, if the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (ix) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Master Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Master Servicer shall be acceptable to the contraryEnhancer, 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 Master Servicer will not result in no event shall a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee 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 Master Servicer would otherwise have received pursuant to Section 3.09 hereof (or such other 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 that may have arisen under this Agreement prior to its termination as Master Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01 hereof, to pay any deductible under an insurance policy pursuant to Section 3.04 hereof or to indemnify the Indenture Trustee pursuant to Section 6.06 hereof), nor shall any successor Master Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Master Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the RMBS Master Servicer of sends a Termination Notice notice pursuant to Section 7.15.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall become the successor in all respects to the RMBS Master Servicer shall continue to perform all servicing ----------- functions in its capacity as RMBS Master Servicer under this RMBS Master Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the RMBS Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this RMBS Master Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor RMBS Master Servicer to (i) be responsible or accountable for any act or omission of the predecessor RMBS Master Servicer, (ii) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for the representations and warranties of the RMBS Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor RMBS Master Servicer, shall be required to make any Monthly Advances to the extent that the RMBS Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until to be a date mutually agreed upon by the Servicer and the Indenture TrusteeNonrecoverable Advance. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerRMBS Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor RMBS Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the RMBS Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer hereunder. Notwithstanding anything else herein Pending appointment of a successor to the contraryRMBS Master Servicer hereunder, in no event shall unless the Indenture Trustee is prohibited by law from so acting or 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 shall be entitled to 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 RMBS Master Servicing Agreement prior to its termination as RMBS Master Servicer (including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor RMBS Master Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this RMBS Master Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.02, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified Titling Trust Servicing Agreement and the transactions set forth or provided for in this Agreement and the Termination Notice or otherwise specified Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and provisions of this Agreement and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, Titling Trust Servicing Agreement; provided, however, -------- ------- that if the long-term unsecured debt predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that Navistar Financial shall remain liable for all such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher indemnification obligations of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar Servicer without regard to the remaining maturity of the Noteswhether it is still Servicer hereunder. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation (whether payable out of the Successor ServicerCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of installment sales chargemedium and heavy duty bus, credit and/or credit card account receivables truck and trailer receivables, as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Titling Trust Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.19.02 unless and until the Administrative Agent (at the direction of the Special Required Noteholders) has designated a successor Servicer, which has accepted such appointment, the Backup Servicer shall continue be the successor in all respects to perform all servicing ----------- functions the Servicer in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for in this Agreement, and shall be subject to all the Termination Notice or otherwise specified responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, this Agreement; provided, however, -------- ------- that if the long-term unsecured debt predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time Servicer arising as a result of such purchase at least Baa3 by Moody's acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer, and BBB- by Standard & Poor'sprovided, no such retransfer further, that ALS shall occur unless Seller remain liable for the indemnification obligations of the Servicer under Sections 8.01(ii) and (iv) of this Agreement without regard to whether it is still Servicer hereunder. The Servicer shall deliver an Opinion of Counsel reasonably acceptable be subrogated to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher rights of the sum of (i) indemnified party with respect to claims against a replacement Servicer. As compensation therefor, the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Backup Servicer, the Indenture Trustee without further action or a successor Servicer designated by the Administrative Agent (at the direction of the Special Required Noteholders) shall automatically be appointed entitled to reimbursement of costs and expenses incurred in the Successor transfer and conversion of the electronic records relating to the Loans and the Receivables received from the predecessor Servicer, together with such compensation (whether payable out of the Collection Accounts or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Servicing Fee, and in the case of the Backup Servicer, of any amounts to which the Backup Servicer is entitled as the Servicing Fee pursuant to the Backup Servicing Agreement. In the event the Indenture Trustee becomes the successor Servicer, it hereby reserves the right to terminate any then existing sub-servicing agreements as may be entered into pursuant to Section 8.04. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 10,000,000, (ii) acceptable to the Special Required Noteholders and (iii) whose regular business includes the servicing of installment sales chargeequipment loans, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Loans and Receivables as it and such successor shall agree, subject to the consent of the Required Noteholders; provided, that if a successor Servicer is appointed and assumes the duties of successor Servicer hereunder, the Servicing Fee Rate used to calculate the Servicing Fee payable to the successor Servicer shall be liable for a rate agreed upon by such successor Servicer and the person or group appointing it hereunder but not in excess of 1.0% unless the Rating Agencies have received prior written notice thereof and the Administrative Agent (at the direction of the Required Noteholders) has consented to such rate. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession. No removal or resignation of the Servicer shall (other than under Section 9.02(a) with respect to a Servicer Default under Section 9.01(c) or (d)) become effective until the Backup Servicer under Section 3.13, the Indenture Trustee or another successor Servicer acceptable to the Special Required Noteholders shall have assumed the Servicer’s responsibilities and obligations in accordance with this Section 9.03.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt time the Servicer resigns pursuant to the first paragraph of Section 4.04 or receives a notice of termination pursuant to Section 5.01, the Indenture Trustee shall (unless a successor is identified by the Servicer of a Termination Notice pursuant to Section 7.14.04, subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as such under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all of the Termination Notice responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or otherwise specified responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall not be considered a default by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteehereunder. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If Neither the Indenture Trustee is unable to obtain nor any bids from any potential other successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher liable for any of the sum of (i) the outstanding principal balance representations and warranties of the Notes, plus accrued interest thereon, at resigning or terminated party or for any losses incurred by the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notesresigning or terminated party. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to all fees and other compensation which the Successor Servicerresigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may (and, if it is unable to so act, or if the Indenture Trustee is not approved as an acceptable Servicer by each Rating Agency, or if the Holders of Notes entitled to a majority of the Voting Rights so request in writing, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if it is legally unable so to actapplicable), promptly appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial and qualified institution having with a net worth of not less than at least $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10 million as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall however, that the Indenture Trustee has received Rating Agency Confirmation with respect to the proposed successor Servicer. Pending such appointment, the Indenture Trustee will be liable 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 Fee to the then current market rate for such services (and any such increase shall also be applicable to the Servicing Fees payable to the Indenture Trustee in its capacity as successor Servicer). The Indenture Trustee, such successor and each other 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 feeshall 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 receive all amounts accrued and owing by it or to it under (and at such times as set forth in) this Agreement and the Transaction Documents on or prior to the date of termination (including any earned but unpaid Liquidation Fee).

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryClass 1-A-1, in no event shall Class 1-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and Class 2-B Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in all respects to the Master Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or otherwise specified accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; PROVIDED, that any such successor Master Servicer shall be acceptable to the contraryBond 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 no event shall the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies without taking the Bond Insurance Policy into account. 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 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 servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer(s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryClass 1-A-1, in no event shall Class 1-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B-1, Class 1-B-2, Class 2-B-1 and Class 2-B-2 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS( rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS( 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 under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the Master Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 7.18.01 or resignation pursuant to Section 7.04, the Indenture Trustee shall be the successor to the Master Servicer in its capacity as servicer under this Agreement, and shall continue be subject to perform all servicing ----------- functions the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the previous Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement until if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the date specified in Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the Termination Notice or otherwise specified by power to prevent the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to effecting a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial institution institution, having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle retail installment sales chargecontracts, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer under this Agreement. Pending appointment of any such successor Master Servicer, in no event shall the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts it and such successor shall agree. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be liable for necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Enhancer may appoint a successor Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of Indenture Trustee (which consent shall not be unreasonably withheld) and such appointee, or if the outstanding principal amount of each SeriesEnhancer fails to do so within 30 days or an Enhancer Default exists, and with prior written the Indenture Trustee or, upon notice to the Rating Agencies) a successor servicer Enhancer and the Depositor and with the Depositor's consent and, so long as no Enhancer Default exists, the Enhancer's consent (the "Successor Servicer"which consent shall not be unreasonably withheld), a designee of the Indenture Trustee (which meets the standards set forth below), shall become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall 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 provisions hereof as soon as practicable, but in no event later than 120 days after the termination of the Servicer. During such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to 120 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 provide such services as directed by the Indenture Trustee 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 120 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require any successor Servicer, including the Indenture Trustee may obtain bids from Trustee, to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any potential act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) 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 representations and warranties of any other Servicer. As compensation therefor, any successor servicerServicer, including the Indenture Trustee, shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. If Notwithstanding the foregoing, if the Enhancer has not appointed a successor Servicer and the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (ix) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Servicer shall be acceptable to the contraryEnhancer, 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 no event shall 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 Enhancer (so long as no Enhancer Default exists) or if an Enhancer Default exists, 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 Agreement 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 servicing feeacts 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 and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the Master Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 7.18.01 or resignation pursuant to Section 7.04, the Indenture Trustee shall be the successor to the Master Servicer in its capacity as servicer under this Agreement, and shall continue be subject to perform all servicing ----------- functions the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the previous Master Servicer. As compensation therefor, 68 74 the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such Termination Notice appointment has occurred, such trustee or otherwise specified by official may have the power to prevent the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of Insurer or the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies(or Certificateholders) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to effecting a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial institution institution, having a net worth of not less than $50,000,000 and whose regular business includes shall include the servicing of motor vehicle retail installment sales chargecontracts, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer under this Agreement. Pending appointment of any such successor Master Servicer, in no event shall the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts it and such successor shall agree; provided, however, that no such compensation shall be liable for in excess of that permitted the Master Servicer under this Agreement without the consent of the Insurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue 7.01 or resigns pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer6.04 herein, the Indenture Trustee without further action or another successor Servicer satisfactory to the Insurer shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies (without taking into account 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 shall act in such capacity as hereinabove provided. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be held liable for any servicing feeServicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as the Indenture Trustee and such successor may agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), nor shall any 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 and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.02, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified Titling Trust Servicing Agreement and the transactions set forth or provided for in this Agreement and the Termination Notice or otherwise specified Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and provisions of this Agreement and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, Titling Trust Servicing Agreement; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at Backup Servicer satisfies the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers criteria for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicersuccessor servicer specified below, the Indenture Trustee shall promptly appoint the Backup Servicer as the successor Servicer; provided, further, that the 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 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 further action regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or the Backup Servicer shall automatically be appointed entitled to such compensation (whether payable out of the Successor ServicerCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees. Notwithstanding the above, if the Indenture Trustee shalldoes not appoint the Backup Servicer as the successor servicer then the Indenture Trustee may, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000 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 installment sales chargereceivables of the type included in the Collateral, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Titling Trust Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch 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 documentation accompanying such payment, to the successor Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Noteholders shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Nothing in such Termination Notice this Servicing Agreement or otherwise specified by in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; PROVIDED that any such successor Servicer shall be acceptable to the contraryCredit 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 no event shall the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agencies. 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 Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). Theappointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 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 shall continue to perform all servicing ----------- functions in its capacity as servicer under this Servicing Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Termination Notice Indenture Trustee or otherwise specified any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trusteeto be nonrecoverable. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryGrantor Trust Certificates and Class 1-A-1, in no event shall Class 1-A-2, Class 2-A-1 and Class 2-A-2 Bonds by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long term unsecured debt rating from Mxxxx’x Investors Service, Inc. of at least Baa3 (unless such requirement is expressly waived by Moody’s Investors Service, Inc.) and (iii) whose regular business includes the servicing of installment sales chargemotor vehicle related receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any servicing feesuch succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Noteholders shall be the successor in writing orall respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Notwithstanding the foregoing, nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Home 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, until a date mutually agreed upon in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, (v) be responsible for the representations and warranties of the Master Servicer or (vi) be responsible for any indemnification obligation of Master Servicer other than that contained in Section 5.06(b) hereof, and only with respect to the indemnification provided to the Owner Trustee for the Master Servicer's obligations under this Servicing Agreement; PROVIDED, HOWEVER, that the Indenture Trustee. The Indenture Trustee , as successor Master Servicer, shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice be required to make any Advances to the Rating Agencies) a successor servicer (extent that the "Successor Servicer"), and Master Servicer failed to make such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture TrusteeAdvances. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance insti tution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 20,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; PROVIDED, that any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the contraryNotes by the Rating Agencies or the ratings assigned to the Notes. Pending appointment of a succes sor to the Master Servicer hereunder, in no event shall 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 Loans in an amount equal to the compensation which the Master Servicer would otherwise 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 Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01 of the Home Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long term unsecured debt rating from [Rating Agency] of at least [ ] (unless such requirement is expressly waived by [Rating Agency]) and (iii) whose regular business includes the servicing of installment sales chargemotor vehicle related receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any servicing feesuch succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term 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 installment sales chargemotor vehicle related receivables, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the 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 liable for in excess of that permitted the Servicer under this Agreement and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any servicing feesuch succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.02 or the resignation of the Servicer in accordance with Section 10.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing orbe relieved of such responsibilities, if no duties and liabilities arising after such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, Service Transfer; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance Indenture Trustee will not assume any -------- ------- obligations of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer Company pursuant to Section 3.05 and (ii) the average bid price quoted by two recognized dealers Indenture Trustee shall not be liable for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity any acts or omissions of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when occurring prior to such Service Transfer or for any breach by the Servicer ceases to act as Servicerof any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to receive reasonable compensation not in excess of the Successor ServicerMonthly Servicing Fee. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales chargeappoint, credit and/or credit card account receivables an Eligible Servicer as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein Pending appointment of a successor to the contraryServicer hereunder, in no event shall 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 Contracts as it and such successor shall agree; provided, however, that no such monthly compensation -------- ------- shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be liable for necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.110.01, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing orreceives the resignation of the Servicer evidenced by an opinion of counsel or accompanied by the consents required by Section 9.04, if no such date or the Servicer is specified in such Termination Notice or otherwise specified by removed as Servicer pursuant to this Article X, then, subject to Section 4.08, the Indenture Trustee, until with the consent of the Majority Securityholders, shall appoint a date mutually agreed upon successor Servicer acceptable to the Rating Agencies to be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor Servicer shall not be liable for any actions of any Servicer prior to it; provided further, however, that if a successor Servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer and shall assume the responsibilities of the Servicer hereunder. In the event that the Indenture Trustee assumed the responsibilities of Servicer pursuant to this Section 10.02, the Indenture Trustee will become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The successor Servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor Servicer appointed pursuant to this Section 10.02, shall be entitled to all Servicing Compensation as provided in this Agreement. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the prior Servicer after its removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. The compensation of any successor Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, 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 shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor Servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall as promptly as possible after deduct from any sum received by the giving Indenture Trustee from the successor Servicer in respect of a Termination Notice appoint (with the consent such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the Noteholders holding greater than 50% of servicing rights and responsibilities hereunder and the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment any unreimbursed Servicing Advances made by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If After such deductions, the remainder of such sum shall be paid by the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 sale, transfer and assignment to the successor Servicer. 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 of a successor Servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by Moodythe applicable party to enable it to assume the Servicer's functions hereunder and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable promptly also transfer to the Indenture Trustee that or such retransfer would not constitute a fraudulent conveyance of Sellersuccessor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Home Loans. The retransfer deposit amount for such a retransfer Neither the Indenture Trustee nor any other successor Servicer shall be equal held liable by reason of any failure to the higher of the sum of make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the outstanding principal balance failure of the Notesprior Servicer to deliver, plus accrued interest thereonor any delay in delivering, at the Note Ratecash, through the date of retransfer and documents or records to it, or (ii) restrictions relating to the average bid price quoted prior Servicer imposed by two recognized dealers for any regulatory authority having jurisdiction over the prior Servicer. No appointment of a similar security rated successor Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Seller and, except in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity case of the Notesappointment of the Indenture Trustee as successor Servicer (when no consent shall be required), the Seller, the Majority Securityholders and the Issuer shall have consented thereto. In the event that Pending appointment of a Successor successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicerhereunder, the Indenture Trustee without further action shall automatically be appointed the Successor Serviceract as Servicer hereunder as hereinabove provided. Notwithstanding the aboveIn connection with such appointment and assumption, the Indenture Trustee shallmay make such arrangements for the compensation of such successor Servicer as it and such successor Servicer shall agree; provided, if it is legally unable so to acthowever, petition a court that no such compensation shall be in excess of competent jurisdiction to appoint any established financial institution having a net worth the Servicing Compensation in the form of not less than $50,000,000 and whose regular business includes the servicing of installment sales chargeassumption fees, credit and/or credit card account receivables late payment charges or otherwise as the Successor Servicer hereunder. Notwithstanding anything else herein to the contrary, provided in no event shall the Indenture Trustee be liable for any servicing feethis Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 7.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 6.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Sponsor shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's termination. As compensation therefor, but subject to Sections 5.09 and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer5.10, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge15,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On Within 90 days of the time the Master Servicer sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.03, shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Servicing Agreement and after the receipt transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of a Termination Notice pursuant the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the predecessor Master Servicer, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to Section 7.1purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Monthly Advances to the extent that the Master Servicer shall continue failed to perform all servicing ----------- functions under this Agreement until make such Monthly Advances, to the date specified in the Termination Notice or otherwise specified extent such Monthly Advance is not determined by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until to be a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'sNonrecoverable Advance, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to later than the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Sellerrelated Master Servicer Remittance Date. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Master Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; 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 contraryNotes by the Rating Agencies (as evidenced by a letter to such effect delivered by the Rating Agencies). Pending appointment of a successor to the Master Servicer hereunder, in no event shall unless the Indenture Trustee is prohibited by law from so acting or 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 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 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 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 hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing feeof the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® 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 under this Section 6.03. To the extent these fees and costs are not paid by the Master Servicer and are incurred by any successor Master Servicer, such fees and costs will be reimbursable to the successor Master Servicer by the Trust. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. In the event of a Servicing Default, notwithstanding anything to the contrary above, the Indenture Trustee and the Depositor hereby agree that upon delivery to the Indenture Trustee by the Servicing Rights Pledgee of a letter signed by the Master Servicer within ten Business Days of when notification of such event shall have been provided to the Trustee, whereunder the Master Servicer shall resign as Master Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee either does not satisfy the requirements for a successor Master Servicer under this Section 6.03 or does not agree to be subject to the terms of this Agreement, the Indenture Trustee shall appoint another successor Master Servicer as provided elsewhere in this Section.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (a) immediately assume the duties of Seller are the Master Servicer or (b) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Fxxxxx Mae- or Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and Within 90 days after the receipt by date the Master Servicer and the Indenture Trustee receive a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a resignation notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer hereunder and with respect to the transactions set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer and terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture TrusteeTrustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. The As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Master Servicer would have been entitled to hereunder if no such notice of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicertermination had been given. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and unwilling to act as successor Master Servicer or (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established financial mortgage loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, in duties or liabilities hereunder; provided, that no event Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 Master Servicer would otherwise have received pursuant to Section 3.10 (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 that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any servicing feeacts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.16.01 or sends a notice pursuant to Section 5.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in writing orall respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, if no such date is specified duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in such Termination Notice this Servicing Agreement shall be construed to permit or otherwise specified by require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, until a date mutually agreed upon in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the Servicer representations and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent warranties of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, ; provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'sIndenture Trustee, no such retransfer as successor Servicer, shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable be required to make any required Advances to the Indenture Trustee extent that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases failed to act as Servicermake such Advances. As compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee shallis unwilling to act as successor Servicer, or (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Servicer shall be acceptable to the contraryBond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Servicer will not result in no event shall the qualification, reduction or withdrawal of the ratings assigned to the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the 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 liable for entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any servicing fee.liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above6.01 hereof, the Indenture Trustee shall, to the extent provided in Section 3.04, be the successor to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Indenture Trustee shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Indenture Trustee has become the successor to the Master Servicer in accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial mortgage loan servicing institution having the appointment of which does not adversely affect the then current rating of the Notes by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor Master Servicer shall be an institution that is a Fxxxxx Mae and Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Issuer and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities and indemnities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 6.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Notes in effect immediately prior to such assignment and delegation will not less than $50,000,000 be qualified or reduced as a result of such assignment and whose regular business includes delegation. No appointment of a successor to the Master Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Noteholder. The Indenture Trustee shall not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the 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 that no such compensation shall be in excess of that permitted the Master Servicer hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Indenture Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 5.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of installment sales chargethe Mortgage Loans that are registered with MERS, credit and/or credit card account receivables as or (ii) the Successor predecessor Master Servicer hereunder. Notwithstanding anything else herein shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the contrary, in no event shall Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be liable for 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 servicing feesuch assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and Within 90 days after the receipt by date the Master Servicer and the Indenture Trustee receive a notice of a Termination Notice termination of the Master Servicer pursuant to Section 7.17.01 or sends a resignation notice pursuant to Section 6.04, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer hereunder and with respect to the transactions set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the Servicer and terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture TrusteeTrustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. The As compensation therefor, the Indenture Trustee shall be entitled to such compensation as promptly as possible after the giving Master Servicer would have been entitled to hereunder if no such notice of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicertermination had been given. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and unwilling to act as successor Master Servicer or (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established financial mortgage loan servicing institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryMaster Servicer hereunder with respect to all or any part of the Master Servicer’s responsibilities, in duties or liabilities hereunder; and provided further, that no event Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event. Notwithstanding the foregoing, pending the appointment of a successor Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall 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 Master Servicer would otherwise have received pursuant to Section 3.10 (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 that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor Master Servicer be liable for any servicing feeacts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.19.02 unless and until the Control Party has designated a successor Servicer, which has accepted such appointment, the Backup Servicer shall continue be the successor in all respects to perform all servicing ----------- functions the Servicer in its capacity as servicer under this Agreement until and the date specified transactions set forth or provided for in this Agreement, and shall be subject to all the Termination Notice or otherwise specified responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving provisions of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, this Agreement; provided, however, -------- ------- that if the long-term unsecured debt predecessor Servicer shall remain liable for, and the successor Servicer shall have no liability for, any indemnification obligations of Seller are not rated at the time Servicer arising as a result of such purchase at least Baa3 by Moody's acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer, and BBB- by Standard & Poor'sprovided, no such retransfer further, that ALS shall occur unless Seller remain liable for the indemnification obligations of the Servicer under subsections 8.01(ii) and (iv) of this Agreement without regard to whether it is still Servicer hereunder. The Servicer shall deliver an Opinion be subrogated to the rights of Counsel reasonably acceptable the indemnified party with respect to claims against a replacement Servicer. As compensation therefor, the Indenture Trustee that such retransfer would not constitute or a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer successor Servicer designated by the Control Party shall be equal entitled to reimbursement of costs and expenses incurred in the transfer and conversion of the electronic records relating to the higher Loans and the Receivables received from the predecessor Servicer, together with such compensation (whether payable out of the sum Collection Accounts or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of (i) termination had been given including, but not limited to, the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the NotesServicing Fee. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically becomes the successor Servicer, it hereby reserves the right to terminate any then existing sub-servicing agreements as may be appointed the Successor Servicerentered into pursuant to Section 8.04 hereof. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint any established financial institution appoint, a successor (i) having a net worth of not less than $50,000,000 10,000,000, (ii) acceptable to the Control Party and (iii) whose regular business includes the servicing of installment sales chargeequipment loans, credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein successor to the contraryServicer under this Agreement in the assumption of all or any part of the responsibilities, in no event shall duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Loans and Receivables as it and such successor shall agree, subject to the consent of the Control Party; provided, that if a successor Servicer is appointed and assumes the duties of successor Servicer hereunder, the Servicing Fee Rate used to calculate the Servicing Fee payable to the successor Servicer shall be liable for a rate agreed upon by such successor Servicer and the person or group appointing it hereunder but not in excess of 1.0% unless the Rating Agency Condition has been satisfied. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any servicing feesuch succession. No removal or resignation of the Servicer shall (other than under Section 9.02(a) with respect to a Servicer Default under Section 9.01(c) or (d)) become effective until the Indenture Trustee, the Backup Servicer under Section 3.13 or another successor Servicer acceptable to the Control Party shall have assumed the Servicer’s responsibilities and obligations in accordance with this Section 9.03.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 7.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer shall continue to perform all servicing ----------- functions in its capacity as Master Servicer under this Agreement until and the date specified transactions set forth or provided for herein and shall immediately assume all of the obligations of the Master 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 Master Servicer by the terms and provisions hereof as soon as practicable, but in the Termination Notice or otherwise specified by no event later than 90 days after the Indenture Trustee in writing orbecomes successor master servicer. During such 90 day period, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater Enhancer, may require the Master Servicer being terminated to continue to perform such servicing responsibilities (other than 50% making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Master Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the outstanding principal amount date the Indenture Trustee notifies such Master Servicer to discontinue providing such services, the date on which a successor master servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of each Series, and with prior written notice the Master Servicer hereunder or the expiration of the 90 day period. The Master Servicer shall be entitled to the Rating AgenciesServicing Fee hereunder for any period during which the Master Servicer is obligated to provide such services as if no termination of the Master Servicer had occurred. Nothing in this 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 of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a successor servicer notice of termination hereunder, (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. The As compensation therefor, the Indenture Trustee may obtain bids from any potential successor servicershall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If Notwithstanding the foregoing, if the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (ix) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Master Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established financial institution housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein ; provided, that any such successor Master Servicer shall be acceptable to the contraryEnhancer, 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 Master Servicer will not result in no event shall a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee 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 Master 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 Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master 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 Master Servicer be liable for any servicing feeacts 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 and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Master Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.110.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 9.04 or the Servicer is removed as servicer pursuant to this Article X, the Indenture Trustee shall be the successor in all respects to the Servicer shall continue to perform all servicing ----------- functions in its capacity as servicer under this Agreement until and the date specified in transactions set forth or provided for herein and shall be subject to all the Termination Notice or otherwise specified responsibilities, duties and liabilities relating thereto placed on the Servicer by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer terms and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivablesprovisions hereof, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee shall not be liable for any actions of any servicer prior to it, and that the Indenture Trustee shall not be obligated to make advances or payments pursuant to Sections 7.11, 7.12, 4.05, 4.10 or 4.14 or otherwise but only to the extent the Indenture Trustee, as the case may be, determines reasonably and in good faith that such retransfer advances would not constitute be recoverable, such determination to be evidenced with respect to each such advance by a fraudulent conveyance certification of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher Responsible Officer of the sum of (i) Indenture Trustee, as the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notescase may be. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to all funds relating to the Successor ServicerLoans which the Servicer would have been entitled to receive from the Principal and Interest Account pursuant to Section 4.04 if 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 Sections 5.01 and 5.03. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so act or if the Majority Securityholders so request in writing to actthe Indenture Trustee, appoint, or petition a court of competent jurisdiction to appoint appoint, any established financial mortgage loan servicing institution having satisfying the Rating Agency Condition that has a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables 15,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding anything else herein Any collections received by the Servicer after removal or resignation shall be endorsed by it to the contrary, in no event shall the Indenture Trustee and remitted directly to the 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) so appointed shall be the aggregate Servicing Fees, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise. In the event the Indenture Trustee is required to solicit bids as provided herein, 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. Such public announcement shall specify that the successor servicer shall be entitled to, with respect to the Loans each would be servicing, the full amount of the aggregate Servicing Fees relating to such Loans as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The 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 unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, 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 the Principal and Interest Account 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 distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Noteholder and each Certificateholder, and the Indenture Trustee shall have consented thereto. The Indenture Trustee shall not resign as servicer until a successor servicer has been appointed. Pending appointment of a successor to the Servicer hereunder, 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 Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 5.03 or otherwise as provided in this Agreement. The Servicer, the Indenture Trustee, the Owner Trustee, any servicing feeCustodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 7.19.01 or resignation pursuant to Section 8.04, the Indenture Trustee shall be the successor to the Servicer in its capacity as servicer under this Agreement, and shall continue be subject to perform all servicing ----------- functions the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Receivables pursuant to Section 5.06, unless the obligation to repurchase arose after the date of the notice of termination given to the Servicer pursuant to Section 9.01 or be subject to any obligation of the Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the previous Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee notice of termination shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Noteshave been given. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unwilling or unable so to act, it may appoint or petition a court of competent jurisdiction to appoint any established financial institution having a successor with a net worth of not less than at least $50,000,000 100,000,000 and whose the regular business of which includes the servicing of installment sales chargerecreational vehicle or motor vehicle receivables. The Indenture Trustee may make such arrangements for compensation to be paid, credit and/or credit card account receivables as which in no event may be greater than the Successor servicing compensation paid to the Servicer hereunder. Notwithstanding anything else herein such termination, the Servicer shall be entitled to the contrarypayment of certain amounts payable to it prior to such termination, in no event shall for services rendered prior to such termination. Pending appointment of any such successor Servicer, the Indenture Trustee shall act in such capacity as provided above. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be liable for necessary to effectuate any servicing feesuch succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 6.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 5.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; 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 long-term unsecured debt obligations Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Seller are not rated Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 5.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Fxxxxx Mae- or Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge15,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes shall not be liable 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 7.110.01 hereof, or the Indenture Trustee receives the ------------- resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is removed ------------ as servicer pursuant to this Article X, then, subject to Section 4.08 hereof, --------- ------------ the Indenture Trustee shall continue appoint a successor servicer to perform be the successor in all servicing ----------- functions respects to the Servicer in its capacity as Servicer under this Agreement until and the date specified transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor servicer shall not be liable for any actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the Termination Notice Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02, 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 otherwise specified by qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that 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 writing such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 Sections -------- 7.01 and 7.03 hereof. The Servicer shall not be entitled to any termination ---- ---- fee if it is terminated pursuant to Section 10.01 hereof but shall be ------------- entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, if no such date is specified in such Termination Notice or otherwise specified by at the direction of the Indenture Trustee, until a date mutually agreed upon by to the Servicer and successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, 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 shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall as promptly as possible after deduct from any sum received by the giving Indenture Trustee from the successor to the Servicer in respect of a Termination Notice appoint (with the consent such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the Noteholders holding greater than 50% of servicing rights and responsibilities hereunder and the outstanding principal amount of each Series, any unpaid Servicing Fees and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment unreimbursed Servicing Advances made by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If After such deductions, the remainder of such sum shall be paid by the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 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 effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested by Moodyit to enable it to assume the Servicer's functions hereunder and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable promptly also transfer to the Indenture Trustee that or such retransfer would not constitute a fraudulent conveyance of Sellersuccessor 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 Home Loans. The retransfer deposit amount for such a retransfer Neither the Indenture Trustee nor any other successor servicer shall be equal held liable by reason of any failure to the higher of the sum of make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the outstanding principal balance failure of the NotesServicer to deliver, plus accrued interest thereonor any delay in delivering, at the Note Ratecash, through the date of retransfer and documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the average bid price quoted Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by two recognized dealers for a similar security rated the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar case of the appointment of the Indenture Trustee as successor to the remaining maturity Servicer (when no consent shall be required), the Depositor, the Majority Securityholders and the Issuer shall have consented thereto. Pending appointment of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when successor to the Servicer ceases to act as Servicerhereunder, the Indenture Trustee without further action shall automatically be appointed the Successor Serviceract as servicer hereunder as hereinabove provided. Notwithstanding the aboveIn connection with such appointment and assumption, the Indenture Trustee shallmay make such arrangements for the compensation of such successor servicer out of payments on the Home Loans as it and such successor servicer shall agree; provided, if it is legally unable so however, that no such compensation shall be in excess of that permitted the Servicer pursuant to actSection 7.03 hereof, petition a court together with other ------------ Servicing Compensation in the form of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales chargeassumption fees, credit and/or credit card account receivables late payment charges or otherwise as the Successor Servicer hereunder. Notwithstanding anything else herein to the contrary, provided in no event shall the Indenture Trustee be liable for any servicing feethis Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) -------------------------------------------------- On and after Upon the receipt by the Master Servicer of a Termination Notice notice of termination pursuant to Section 7.1, the Servicer shall continue 5.01 or an Opinion of Counsel pursuant to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate Section 4.05 to the effect that it cannot in good faith cure the Master Servicer Default which gave rise is legally unable to act or to delegate its duties to a transfer of servicingPerson which is legally able to act, then the Owner Indenture Trustee shall offer Seller automatically become the right successor in all respects to accept retransfer of the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the Receivables responsibilities, duties, liabilities and Seller may accept retransfer of all limitations on liabilities relating thereto placed on the Receivables, Master Servicer by the terms and provisions hereof; provided, however, -------- ------- that if the long-term unsecured debt obligations Seller shall have the right to either (i) immediately assume the duties of Seller are the Master Servicer or (ii) select a successor Master Servicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not rated previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor'stermination. As compensation therefor, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable but subject to the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as ServicerSection 4.06, the Indenture Trustee without further action shall automatically be appointed entitled to compensation which the Successor ServicerMaster Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint appoint, any established financial housing and home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge10,000,000, credit and/or credit card account receivables as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Notwithstanding anything else herein to the contrary; provided, in no event shall 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 liable 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 4.06 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 feeresponsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.