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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 7.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to 6.04 hereinSection 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in this Section 7.02, the Indenture Trustee (provided the Indenture Trustee receives 20 days’ prior written notice) or a previously agreed upon another successor Master Servicer servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement. As compensation therefor, the The Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any another successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate effect any such succession. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee or any other successor servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Indenture Trustee. Furthermore, neither the Indenture Trustee nor any successor servicer shall be obligated to fund any resulting discrepancy or shortfall in the Collection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee shall provide the successor servicer with an officer’s certificate that contains: (i) a complete description of all Events of Default by the Servicer under the Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge, which have not been fully cured and (ii) confirmation that the Servicer Remittance Report and the reports described in Sections 5.09 and 5.10 have been timely filed by the Servicer with the Indenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) On and after From the time the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 6.01 or resigns is permitted to resign pursuant to 6.04 hereinSection 5.04, the Indenture Trustee (or a previously agreed upon such other successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof arising on and after its succession. 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. 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. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may shall appoint (with the consent of the Insurer, and shall, at the direction of the Insurer, appoint Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 3.18 (or such lesser other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.14 or to indemnify the Trust and reimburse the Indenture Trustee pursuant to Section 6.06)3.06, 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 Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. The Indenture Trustee will immediately assume all obligations of the Servicer to make Delinquency Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage home equity loan or home equity loan servicer which has been designated as an approved seller-servicer by FNMA or FHLMC for first and second home equity loans and having a net worth of not less than $50,000,000 (or such lower level as may be acceptable to the Insurer) as determined in accordance with generally accepted accounting practices as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s 's prior written consent (which consent shall not be unreasonably withheld)consent; and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 3.12 herein (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 Agreement prior to its termination as Master Servicer to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 3.06 herein or to indemnify the Trust and the Indenture Trustee any party pursuant to Section 6.06), 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 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 time date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 7.01 or resigns sends a resignation notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer Trustee, as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement Master Servicer hereunder and with respect to the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof provided, however, the Indenture Trustee will use its reasonable best efforts to perform the duties of the Master Servicer prior to the end of such 90-day period. 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 the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to act, then the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, that any no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master 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 Master Servicer will not would result in a Rating Event. Notwithstanding the qualificationforegoing, reduction or withdrawal of pending the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein 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 which that may have arisen under this Agreement prior to its termination as Master 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)Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the any 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 agreementother 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 time the Master Servicer (and the Indenture Trustee if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein8.01, the Indenture Trustee (or a previously agreed upon such other successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. 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 Delinquency Advances; provided however, that the obligation of the Indenture Trustee to make Delinquency Advances is subject to the standards set forth in Section 5.25 hereof. 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. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by letters to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 5.15 (or such lesser other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein 5.13 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06)7.06, 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 Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Issuing Entity).

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (or such lesser compensation as the Indenture Trustee and such successor shall may agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 capacity as Sponsor under the 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 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with (in the consent of situation described in clause (i)) or shall (in the Insurer, and shall, at the direction of the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Loans pursuant to Section 3.01 or to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.063.04), 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.

Indenture Trustee to Act; Appointment of Successor. (a) Section 7.03 On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 6.01 or resigns pursuant to 6.04 hereinSection 5.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at Insurer (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $50,000,000 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s its prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating AgenciesAgencies 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 shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 3.08 (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On -------------------------------------------------- and after the time date the Master Servicer receives a notice of termination pursuant to Section 7.01 10.01, or resigns 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, or the Servicer is removed as Servicer pursuant to 6.04 hereinthis Article X, then, subject to Section 4.08, the Indenture Trustee or Trustee, with the consent of the Majority Securityholders, shall appoint a previously agreed upon successor Master Servicer shall acceptable to the Rating Agencies to be the successor in all respects to the Master Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor; provided, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the abovehowever, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as that the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld)liable for any actions of any Servicer prior to it; and provided, provided further, however, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of if a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingcannot be retained in a timely manner, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement Servicer and shall assume the transactions set forth or provided for therein. At least 15 calendar days prior to responsibilities of the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicerhereunder. In the event that the Indenture Trustee assumes assumed the duties 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 Master Indenture Trustee, to the successor Servicer. The compensation of any successor Servicer as set forth (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 provide solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the Depositor qualifications set forth in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerSection 9.04(b)(ii) above. In connection with such appointment and assumption, Such public announcement shall specify that the successor Servicer shall be entitled to receive compensation out the full amount 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 herein (or Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such lesser compensation as public announcement, the Indenture Trustee shall negotiate and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability effect the sale, transfer and assignment of the predecessor Master Servicer which may have arisen under this Agreement prior servicing rights and responsibilities hereunder to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and qualified party submitting the Indenture Trustee pursuant to Section 6.06), 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 agreementhighest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor 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 made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the 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 successionsuccession 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 the applicable party 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 Collection Account by the Servicer or which are thereafter received with respect to the Home 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 payment hereunder or any portion thereof caused by (i) the failure of the prior Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions relating to the prior Servicer imposed by any regulatory authority having jurisdiction over the prior Servicer. No appointment of a 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 case of the appointment 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. Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act as Servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall 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 the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall 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 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 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 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 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, that any such successor Master Servicer shall be acceptable to the InsurerEnhancer, as evidenced by the Insurer’s Enhancer's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, provided further, that the appointment of any such successor Master Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Class A Notes by the Rating AgenciesPolicy. 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 hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser 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 which 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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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 AgreementAgreement 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Advances on Mortgage Loans under Section 4.01(d) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer Servicer, including the obligations to make Advances which have been or will be required to be made, by the terms and provisions hereofhereof 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 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 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 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 capacity as Seller under the Purchase Agreement (other than 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, 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; and provided that any such successor Master 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 Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the a Rating AgenciesEvent. 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 hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser 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 which 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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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 AgreementAgreement 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided PROVIDED that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the InsurerCredit Enhancer’s prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 6.01(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee will as promptly as practicable after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer will accept its appointment by a written assumption in a form acceptable to 6.04 hereinthe Indenture Trustee. If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action will automatically be appointed the Successor Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or a previously agreed upon successor Master Servicer shall be agent in accordance with Section 3.01(a). At any time following the successor in all respects to appointment of the Master Servicer in its capacity Indenture Trustee 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. As compensation thereforSuccessor Servicer, the Indenture Trustee shall may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be entitled to such compensation relieved of all its duties as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenSuccessor Servicer. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is unwilling to act as successor Master Servicerwill, or (ii) if the Indenture Trustee it is legally unable so to act, petition at the Indenture Trustee may with the consent expense of the Insurer, and shall, at the direction of the Insurer, appoint or petition Servicer a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 Person qualifying as an Eligible Servicer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Successor Servicer hereunder; provided that any such successor Master Servicer shall be acceptable . The Indenture Trustee will give prompt notice to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); each Rating Agency and provided, further, that each Series Enhancer upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall will the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Person to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On and -------------------------------------------------- after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 ------- 7.1, the Servicer shall continue to perform all servicing functions under this --- Agreement until the date specified in the Termination Notice or resigns pursuant 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 6.04 hereinthe 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 or a previously agreed upon successor Master Servicer without further action shall automatically be appointed the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenSuccessor Servicer. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Successor Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything else herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successionservicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Standard & Poor’s Ratings Services and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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, Inc. and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Fitch, Inc. and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerAgreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 S&P Global Ratings and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to S&P Global Ratings and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerAgreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein8.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement; provided, -------- however, 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 regard to whether it is still Servicer hereunder. 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 hereunder under this Agreement if no such notice of termination had been givengiven 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, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 medium and heavy duty truck, bus and trailer receivables, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerAgreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall -------- ------- be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementAgreement. 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein8.2, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee may, if it is unwilling to act as successor Master Servicerso act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appointfor the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 dealer floor plan automotive receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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 Pooling and Servicing Agreement (except that such successor shall not be liable for thereinany liabilities incurred by any predecessor Servicer). At least 15 calendar days prior Any successor to the effective date Servicer shall automatically agree to be bound by the terms and provisions of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerSeries Enhancement Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Collections as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment Theappointment 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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 7.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to 6.04 hereinSection 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in this Section 7.02, the Indenture Trustee (provided the Indenture Trustee receives 20 days’ prior written notice) or a previously agreed upon another successor Master Servicer servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement. As compensation therefor, the The Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any another successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate effect any such succession.. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee or any other successor servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 7.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to 6.04 hereinSection 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in this Section 7.02, the Indenture Trustee (provided the Indenture Trustee receives 20 days’ prior written notice) or a previously agreed upon another successor Master Servicer servicer selected by the Note Insurer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 agreementAgreement. The Indenture Trustee and such or another successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee, as successor servicer, or any other successor servicer shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Note Insurer. Furthermore, neither the Indenture Trustee nor the successor servicer shall be obligated to fund any resulting discrepancy or shortfall in the Collection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee shall provide the successor servicer with an officer’s certificate that contains: (i) a complete description of all Events of Default by the Servicer under the Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge which have not been fully cured and (ii) confirmation that the Servicer Remittance Report and the reports described in Sections 5.09 and 5.10 have been timely filed by the Servicer with the Indenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master receipt by a Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 10.01, such Servicer shall continue to perform all servicing functions under this Agreement, the Base Indenture and any Series Supplement until the date specified in the Termination Notice or resigns pursuant to 6.04 herein, 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 previously date mutually agreed upon successor Master by such Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofIndenture Trustee. As compensation therefor, the The Indenture Trustee shall be entitled notify each Rating Agency, the Trust and the Owner Trustee of such removal of a Servicer. The Indenture Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenIndenture Trustee. Notwithstanding the above, (i) if The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unwilling unable to act as obtain any bids from any potential successor Master Servicerservicer 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 Termination Notice, or (ii) and if the Indenture Trustee is legally unable to act as Successor Servicer, then the Indenture Trustee shall notify each Enhancement Provider of the proposed sale of the Originator Receivables serviced by such Servicer and shall provide each such Enhancement Provider an opportunity to bid on such Originator Receivables and shall offer the Seller the right of first refusal to purchase such Originator Receivables on terms equivalent to the best purchase offer as determined by the Indenture Trustee (which shall be the average bid quoted by two recognized dealers for similar securities rated in comparable rating categories by each Rating Agency and having a remaining maturity approximately equal to the remaining maturity of each Series), but in no event less than an amount equal to the Aggregate Investor Interest on the date of such purchase plus all interest accrued but unpaid on all of the outstanding Notes at the applicable Note Rate through the date of such purchase and any other amounts owed to Noteholders, as specified in the related Series Supplement for each Series; provided, however, that if (i) the AIG Support Agreement is not in effect at the time of such purchase and (ii) the short-term unsecured debt obligations or long-term unsecured debt obligations of the Seller (or any Affiliate of the Seller that may agree at such time to guarantee payment of such purchase price) are not rated at the time of such purchase at least P-3 or Baa3, respectively, by Moody's, no such purchase by the Seller shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee and, if Moody's is a Rating Agency with respect to any Series of Notes outstxxxxxx, to Moody's, that such purchase would not constitute a fraudulent conveyance of the Seller. The proceeds of such sale shall be deposited in the Payment Account, or any Series Account, as provided in the related Series Supplement, for distribution to the Noteholders of each outstanding Series pursuant to Section 12.5 of the Base Indenture. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when such 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, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institutionfinancial institution having, bank or other mortgage loan or home equity loan servicer in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables 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 Successor Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein8.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement; provided, however, 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 regard to whether it is still Servicer hereunder. 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 hereunder under this Agreement if no such notice of termination had been givengiven 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, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 medium and heavy duty bus, truck and trailer receivables, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerAgreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementAgreement. 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Standard & Poor’s Ratings Services and Fitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein6.01 hereof, the Indenture Trustee or a previously agreed upon successor Master Servicer shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof and applicable law including the obligation to make advances pursuant to Section 4.01. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to hereunder if no such notice of termination the Master Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is unwilling has become the successor to act as successor the Master Servicer, or (ii) if the Indenture Trustee is legally unable so to actServicer in accordance with Section 6.01 hereof, the Indenture Trustee may with the consent of the Insurermay, and if it shall be unwilling to so act, or shall, at the direction of the Insurerif it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth servicing institution the appointment of which does not less than $50,000,000 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; provided that any such . Any successor Master Servicer shall be acceptable an institution that is a Xxxxxx Xxx and Freddie 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 InsurerIssuing Entity 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 evidenced 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 be qualified or reduced as a result of such assignment and 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 Insurer’s prior written consent (which consent Indenture Trustee to each Noteholder. The Indenture Trustee shall not be unreasonably withheld); resign as servicer until a successor servicer has been appointed and provided, further, that the appointment of any has accepted such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agenciesappointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer Indenture Trustee shall provide written notice to the Depositor of such successor servicer pursuant to this Section 6.02 and (y) such successor master servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicersuccessor master servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation as the Indenture Trustee it and such successor shall agree). The appointment ; provided that no such compensation shall be in excess of a successor that permitted the Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementhereunder. 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 the Mortgage Loans that are registered with MERS, 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 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 time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 6.01(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee will as promptly as practicable after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer will accept its appointment by a written assumption in a form acceptable to 6.04 hereinthe Indenture Trustee. If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action will automatically be appointed the Successor Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or a previously agreed upon successor Master Servicer shall be agent in accordance with Section 3.01(a). At any time following the successor in all respects to appointment of the Master Servicer in its capacity Indenture Trustee 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. As compensation thereforSuccessor Servicer, the Indenture Trustee shall may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be entitled to such compensation relieved of all its duties as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenSuccessor Servicer. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is unwilling to act as successor Master Servicerwill, or (ii) if the Indenture Trustee it is legally unable so to act, petition at the Indenture Trustee may with the consent expense of the Insurer, and shall, at the direction of the Insurer, appoint or petition Servicer a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 Person qualifying as an Eligible Servicer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Successor Servicer hereunder; provided that any such successor Master Servicer shall be acceptable . The Indenture Trustee will give prompt notice to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); each Rating Agency and provided, further, that each Series Enhancer upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall will the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Person to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, [the Additional Servicing Fee, ] Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 [Rating Agency] or is otherwise acceptable to [Rating Agency] and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. 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 the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof this Agreement and the Pooling and Servicing Agreement. As compensation therefortherefore, 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 hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 Investors Service, Inc. of at least Baa3 (unless such requixxxxxx is expressly waived by Moody's Investors Service, Inc.) and (iii) whose regular business ixxxxxxx the servicing of automotive receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be borne by the Issuer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 6.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), subject to 6.04 hereinthe consent of any Enhancement Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee or a previously agreed upon successor Master Servicer without further action shall automatically be appointed the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofSuccessor Servicer. As compensation therefor, the The Indenture Trustee shall be entitled may delegate any of its servicing obligations to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenan affiliate or agent in accordance with sections 3.01 and 5.07. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of wholesale receivables 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 Successor Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 shall immediately give notice to the Rating Agencies, any Enhancement Providers and such successor shall take such actionany Agents and upon the appointment of a Successor, consistent with this Agreement, as shall be necessary to effectuate any such successionServicer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided PROVIDED that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the InsurerCredit Enhancer’s prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall 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 the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall 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 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 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 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 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 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 the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint at the direction of the InsurerEnhancer or, appoint or if the Enhancer fails to make such direction, petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, that any such successor Master Servicer shall be acceptable to the InsurerEnhancer, as evidenced by the Insurer’s Enhancer's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, provided further, that the appointment of any such successor Master Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Class A Notes by the Rating AgenciesPolicy. 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 hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser 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 which 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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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 AgreementAgreement 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 time of the Master Servicer's immediate 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 receives a notice evidenced by an Opinion of termination Counsel pursuant to Section 7.01 8.04 or resigns the Servicer is removed as Servicer pursuant to 6.04 hereinthis Article IX, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Notwithstanding the Master Servicer by the terms and provisions hereof. As compensation thereforabove, the Indenture Trustee shall be entitled shall, if it is unable to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having servicing institution acceptable to the Rating Agencies that has a net worth of not less than $50,000,000 15,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master . Any collections received by the Servicer after removal or resignation shall be acceptable endorsed by it to the InsurerIndenture Trustee and remitted directly to the Indenture Trustee or, as evidenced by at the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provideddirection of the Indenture Trustee, further, that to the appointment successor servicer. The compensation of any such successor Master Servicer will not result servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees and other servicing compensation in the qualificationform of assumption fees, reduction late payment charges or withdrawal of otherwise. In the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless event the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity required to solicit bids as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerqualifications set forth above. In connection with such appointment and assumption, Such public announcement shall specify that the successor servicer shall be entitled to receive the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation out in the form 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 herein (assumption fees, late payment charges or otherwise. Within thirty days after any such lesser compensation as public announcement, the Indenture Trustee shall negotiate and such successor shall agree)effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The appointment of a successor Master Servicer Indenture Trustee shall not affect deduct from any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and sum received by the Indenture Trustee pursuant from the successor to Section 6.06)the Servicer in respect of such sale, nor shall transfer and assignment all costs and expenses of any successor Master Servicer be liable for public announcement and of any acts or omissions sale, transfer and assignment of the predecessor Master Servicer or for any breach by such Master Servicer servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of its representations or warranties contained herein or in any related document or agreementsuch 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 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 Business 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 such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation compensa tion therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided PROVIDED that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal with- drawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.01 8.01 or resigns resignation pursuant to 6.04 hereinSection 7.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof 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 hereunder under this Agreement if no such notice of termination had shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, (i) if in the event of a termination of the Master Servicer pursuant to Section 8.01, the Indenture Trustee is may, if it shall be unwilling to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee is it shall be legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance financial 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 shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 under this Agreement. Pending appointment of any such successor Master 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 Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingServicer, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation as the Indenture Trustee Contracts it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor that permitted the Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify without the Trust and the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions consent 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 agreementInsurer. 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 time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.01 8.01 or resigns resignation pursuant to 6.04 hereinSection 7.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof 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 66 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 hereunder under this Agreement if no such notice of termination had shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee is it shall be legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance financial 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 shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 under this Agreement. Pending appointment of any such successor Master 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 Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingServicer, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation as the Indenture Trustee Contracts it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor that permitted the Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify without the Trust and the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions consent 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 agreementInsurer. 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 time of the Master Servicer's immediate 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 receives a notice evidenced by an Opinion of termination Counsel pursuant to Section 7.01 8.04 or resigns the Servicer is removed as Servicer pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation thereforArticle IX, the Indenture Trustee shall be entitled to such compensation as the 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 shall, if it is unwilling unable to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having servicing institution acceptable to the Rating Agencies that has a net worth of not less than $50,000,000 15,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master . Any collections received by the Servicer after removal or resignation shall be acceptable endorsed by it to the InsurerIndenture Trustee and remitted directly to the Indenture Trustee or, as evidenced by at the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provideddirection of the Indenture Trustee, further, that to the appointment successor servicer. The compensation of any such successor Master Servicer will not result servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees and other servicing compensation in the qualificationform of assumption fees, reduction late payment charges or withdrawal of otherwise. In the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless event the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity required to solicit bids as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide solicit, by public announcement, bids from banks and mortgage servicing institutions meeting the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerqualifications set forth above. In connection with such appointment and assumption, Such public announcement shall specify that the successor servicer shall be entitled to receive the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation out in the form 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 herein (assumption fees, late payment charges or otherwise. Within thirty days after any such lesser compensation as public announcement, the Indenture Trustee shall negotiate and such successor shall agree)effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The appointment of a successor Master Servicer Indenture Trustee shall not affect deduct from any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and sum received by the Indenture Trustee pursuant from the successor to Section 6.06)the Servicer in respect of such sale, nor shall transfer and assignment all costs and expenses of any successor Master Servicer be liable for public announcement and of any acts or omissions sale, transfer and assignment of the predecessor Master Servicer or for any breach by such Master Servicer servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of its representations or warranties contained herein or in any related document or agreementsuch 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 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 Business 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 such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (or such lesser compensation as the Indenture Trustee and such successor shall may agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of 84 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 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 30 days of such notice, the Indenture Trustee, in a previously agreed upon period not to exceed 90 days, shall appoint a successor Master Servicer or shall be itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master 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 90 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 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any 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 Master Servicer would have been entitled to hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to Section 3.05(a)(i) of the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Master Servicerservicer itself or appoint a successor to act as successor servicer, or (ii) if 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 with (in the consent of situation described in clause (i)) or shall (in the Insurer, and shall, at the direction of the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (which consent shall not be unreasonably withheld); withheld or delayed and provided, further, provided further that the appointment of any such successor Master Servicer servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes 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. Notwithstanding anything herein or in the Indenture to the contraryTrustee, in no event a period not to exceed 90 days, shall the Indenture Trustee be held liable for any Master Servicing Fee itself succeed 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to appoint a successor servicer. In to succeed to all of the event that the Indenture Trustee assumes the rights and duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerhereunder hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser other compensation as the Indenture Trustee 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 Master Servicer 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 Equity Loans pursuant to Section 3.01, to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust Indenture Trustee, the Trust, the Credit Enhancer and the Indenture Owner Trustee pursuant to Section 6.06), nor shall any successor Master Servicer servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer 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 In the time event that the Master Indenture Trustee becomes the Replacement Property Manager and/or Replacement Special Servicer receives a notice of termination pursuant to in accordance with Section 7.01 or resigns pursuant to 6.04 herein3.6, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer Property Manager or the Special Servicer, as applicable, by the terms and provisions hereof; provided that any failure to perform such duties or responsibilities caused by the Property Manager's or Special Servicer's failure to cooperate or to provide information or monies required by Section 3.6 shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be liable for any of the representations and warranties of the terminated party or for any losses incurred by the terminated party. As compensation therefortherefore, the Indenture Trustee shall be entitled to such all fees and other compensation as which the Master Servicer terminated party would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) for future services rendered if the Indenture Trustee is unwilling terminated party had continued to act as successor Master hereunder. No appointment of a Replacement Property Manager or Replacement Special Servicer, or (ii) if as applicable, hereunder shall be effective until the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent assumption of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption such party of all or any part of the its responsibilities, duties or and liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingand pending such appointment and assumption, the Indenture Trustee shall act in such capacity as hereinabove herein provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which Leases or otherwise as it, the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as the Indenture Trustee Certificate Insurer 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 Agreement prior to its termination as Master Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and Issuer, the Indenture Trustee pursuant to Section 6.06)Trustee, 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 and each other party hereto 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 receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 an Eligible Servicer as a successor Servicer (the "Successor Servicer"), subject to 6.04 hereinthe consent of any Enhancement ------------------ Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee or a previously agreed upon successor Master Servicer without further action shall automatically be appointed the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofSuccessor Servicer. As compensation therefor, the The Indenture Trustee shall be entitled may delegate any of its servicing obligations to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenan affiliate or agent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, (i) if ------------ --- the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of wholesale receivables as the successor Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Master Servicer hereunder in Owner Trustee, the assumption of all or Rating Agencies, any part of Enhancement Providers, any Agents, the responsibilities, duties or liabilities of Residual Interestholder and the Master Servicer hereunder; provided that any such successor Master 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 Noteholders upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Successor Servicer to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On -------------------------------------------------- and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 7.1, the Servicer shall continue to perform all servicing functions ----------- under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 6.04 hereinthe 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 or a previously agreed upon successor Master Servicer without further action shall automatically be appointed the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenSuccessor Servicer. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Successor Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything else herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successionservicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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 Xxxxx’x, or is otherwise acceptable to Fitch, if rated by Fitch, and Xxxxx’x and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerAgreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such 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 receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 an Eligible Servicer as a successor Servicer (the "Successor Servicer"), subject to 6.04 hereinthe consent of any Enhancement Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee or a previously agreed upon successor Master Servicer without further action shall automatically be appointed the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofSuccessor Servicer. As compensation therefor, the The Indenture Trustee shall be entitled may delegate any of its servicing obligations to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenan affiliate or agent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of wholesale receivables as the successor Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Master Servicer hereunder in Owner Trustee, the assumption of all or Rating Agencies, any part of Enhancement Providers, any Agents and the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Noteholders upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Successor Servicer to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 6.01(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee will provide prior written notice to the Back-up Servicer of the date of termination of the Servicer and, upon the termination of the Servicer in accordance with the preceding sentence, the Back-up Servicer will automatically become the successor servicer (the "Successor Servicer") hereunder without further action. In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs and expenses relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer ("Transition Costs"). Up to $_______ of such Transition costs (in the aggregate for this agreement and each other Transfer and Servicing Agreement) will be paid by the Indenture Trustee, with the consent of the Servicer (such consent not to be unreasonably withheld, delayed or conditioned), from amounts on deposit in the Back-up Servicer Reserve Account within 30 days of the delivery to the Indenture Trustee and the Servicer of a detailed billing statement setting forth such Transition Costs. Any transaction Costs in excess of such amount will be paid to the Back-up Servicer pursuant to 6.04 hereinSection 4.04(a) of the Indenture Supplements. In no event will the Indenture Trustee be personally responsible for the payment of any Transition Costs. If no Back-up Servicing Agreement is in effect at the time of the giving of a Termination Notice, the Indenture Trustee or will as promptly as practicable after the giving of a previously agreed upon successor Master Termination Notice appoint an Eligible Servicer shall be as the successor "Successor Servicer", and such Successor Servicer will accept its appointment by a written assumption in all respects a form acceptable to the Master Indenture Trustee. If a Successor Servicer in has not been appointed or has not accepted its capacity appointment at the time when the Servicer ceases to act 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. As compensation thereforServicer, the Indenture Trustee shall without further action will automatically be entitled appointed the Successor Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.01(a). At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such compensation Eligible Servicer, the Indenture Trustee will be relieved of all its duties as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenSuccessor Servicer. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is unwilling to act as successor Master Servicerwill, or (ii) if the Indenture Trustee it is legally unable so to act, petition at the Indenture Trustee may with the consent expense of the Insurer, and shall, at the direction of the Insurer, appoint or petition Servicer a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 Person qualifying as an Eligible Servicer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Successor Servicer hereunder; provided that any such successor Master Servicer shall be acceptable . The Indenture Trustee will give prompt notice to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); each Rating Agency and provided, further, that each Series Enhancer upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall will the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Person to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time date the Master Servicer receives a notice of termination pursuant to Section 7.01 10.01 hereof, or resigns 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 6.04 hereinthis Article X, then, subject to Section 4.07 hereof, the Indenture Trustee or shall appoint a previously agreed upon successor Master Servicer shall servicer to be the successor in all respects to the Master Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master 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 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 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 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 Indenture Trustee successor servicer appointed pursuant to the following paragraph, shall be entitled to such compensation as all funds relating to the Master Home Loans which the Servicer would have been entitled to hereunder receive from the Note Payment Account pursuant to Section 5.01(c) hereof as if no such notice 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 had been givenfee 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. Notwithstanding Any collections received by the above, (i) if Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee is unwilling and remitted directly to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shallor, at the direction of the InsurerIndenture Trustee, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to servicer. The compensation of any successor servicer (including, without limitation, the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer Indenture Trustee) so appointed shall be acceptable to the InsurerServicing Fee, as evidenced by together with other Servicing Compensation provided for herein. In the 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 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 Master Servicer hereunder, unless event the Indenture Trustee is prohibited by law from so actingrequired to solicit bids to appoint a successor servicer, the Indenture Trustee shall act in such capacity as hereinabove providedsolicit, by public announcement, bids from Eligible Servicers. Notwithstanding anything herein or in Such public announcement shall specify that the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide be entitled to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties full amount of the Master Servicer as set forth Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall provide negotiate and effect the Depositor in writing sale, transfer and in form assignment of the servicing rights and substance reasonably satisfactory responsibilities hereunder to the Depositor, all information reasonably requested by qualified party submitting the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 agreementhighest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be 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, 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 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 it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Home 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 Securityholder, the Owner Trustee and the Depositor and, except in the case of the appointment of the Indenture Trustee as successor to the Servicer (when no consent shall be required), the Depositor and the Majority Noteholders shall have consented thereto. Pending appointment of a successor to the Servicer hereunder, the Indenture Trustee shall act as servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Home Loans as it and such successor servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.03 hereof, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 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, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided PROVIDED that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the InsurerCredit Enhancer’s prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent on behalf of the Insurer, and shall, at Mortgage Collateral holders may (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the InsurerCredit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (which consent shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become, the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall 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 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 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 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 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 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 the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, however, that any such successor Master Servicer shall be acceptable to the InsurerEnhancer, as evidenced by the Insurer’s Enhancer's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein 3.11 (or such lesser 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 which 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 any an 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 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 AgreementAgreement 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. (avii) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 capacity as Sponsor under the 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 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with (in the consent of situation described in clause (i)) or shall (in the Insurer, and shall, at the direction of the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Loans pursuant to Section 3.01 or to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.063.04), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein7.02, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein 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 Master Servicer by the terms and provisions hereofof 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 Master Servicer would have been entitled to hereunder under this Agreement if no such notice of termination had been givengiven including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer 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] or is otherwise acceptable to [Rating Agency]) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer Pooling and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master ServicerServicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation Receivables as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementPooling 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. 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 receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 an Eligible Servicer as a successor Servicer (the "Successor Servicer"), subject to 6.04 hereinthe consent of any Enhancement Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee or a previously agreed upon successor Master Servicer without further action shall automatically be appointed the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofSuccessor Servicer. As compensation therefor, the The Indenture Trustee shall be entitled may delegate any of its servicing obligations to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenan affiliate or agent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of wholesale receivables as the successor Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Master Servicer hereunder in Owner Trustee, the assumption of all or Rating Agencies, any part of Enhancement Providers, any Agents, the responsibilities, duties or liabilities of Residual Interestholder and the Master Servicer hereunder; provided that any such successor Master 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 Noteholders upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Successor Servicer to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, shall appoint or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s '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 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (or such lesser compensation as the Indenture Trustee and such successor shall may agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 6.01 or resigns pursuant to 6.04 hereinSection 5.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for 58 any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Section 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at Credit Enhancer (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $50,000,000 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer-------- Credit Enhancer, as evidenced by the Insurer’s Credit Enhancer's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that -------- ------- the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating AgenciesAgencies 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 shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 3.08 (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 6.01 or resigns pursuant to 6.04 hereinSection 5.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Section 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at Insurer (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $50,000,000 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s 's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating AgenciesAgencies without regard to the Policies. 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 3.08 (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become, the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall 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 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 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 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 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 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 the predecessor Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, however, that any such successor Master Servicer shall be acceptable to the InsurerEnhancer, as evidenced by the InsurerEnhancer’s prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein 3.11 (or such lesser 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 which 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 any an 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 Master Servicer (including the Indenture Trustee) 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 AgreementAgreement 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 capacity as Seller under the 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 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with (in the consent of situation described in clause (i)) or shall (in the Insurer, and shall, at the direction of the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, PROVIDED that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Loans pursuant to Section 3.01 or to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.063.04), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s '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 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master Servicer to pay any deductible under any an insurance policy obtained and maintained pursuant to 61 66 Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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 Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein6.01, the Indenture Trustee shall appoint a successor Servicer meeting the criteria described below and, if it does not appoint a successor, or a previously agreed upon successor Master Servicer until the successor's appointment takes effect, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including without limitation, the obligation to make Monthly Advances and to pay Compensating Interest. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding In the aboveevent the Indenture Trustee fails to appoint a successor Servicer, (i) if and the Indenture Trustee is unwilling or legally unable to act as successor Master ServicerServicer itself, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee it may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank institution or other any institution that regularly services non-conforming residential mortgage loans that is then servicing a non-conforming residential mortgage loan or home equity loan servicer portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $50,000,000 10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master Servicer will not result in the qualification, reduction or withdrawal of the then current ratings assigned to the Class A Notes Bonds by the any Rating AgenciesAgency. 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementhereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect 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, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 hereingives notice of its resignation under clause (i) of Section 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof provided, however, that any liability of the Indenture Trustee in its capacity as successor master servicer shall be limited to the extent such liability results from an inability to fulfill its responsibilities and duties as successor master servicer due to any failure on the part of the original Master Servicer to deliver the documentation and cash amounts referred to in Section 7.01 or otherwise fulfill its obligations hereunder. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given, including, without limitation, any investment earnings on any Eligible Investments hereunder to which the Master Servicer would have been entitled. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurerappoint, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution that is then servicing a __________ loan portfolio and having all licenses, bank or other mortgage loan or home equity loan servicer having permits and approvals required by applicable law, and a net worth of not less than $50,000,000 ________ as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 3.08 (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 Agreement prior to its termination as Master 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 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. The appointment of a successor Master Servicer, including the Indenture Trustee, shall not affect any liability of a predecessor Master Servicer that may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer, including the Indenture Trustee, be liable for any acts or omissions of any predecessor Master Servicer or for any breach by such predecessor Master Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Advances on Mortgage Loans under Section 4.01(d) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer Servicer, including the obligations to make Advances which have been or will be required to be made, by the terms and provisions hereofhereof 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 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 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 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 capacity as Seller under the Purchase Agreement (other than 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, 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; and provided that any such successor Master 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 Master Servicer will not result in a Rating Event (determined without regard to the qualification, reduction or withdrawal Policy in the case of the ratings assigned to the Class A Notes by the Rating AgenciesA-5 Notes). Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser 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 which 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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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 AgreementAgreement 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. (af) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Nothing in this Servicing 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 capacity as Seller under the 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 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. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the 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 is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with (in the consent of situation described in clause (i)) or shall (in the Insurer, and shall, at the direction of the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the 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 Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes Securities by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Loans pursuant to Section 3.01 or to pay any deductible under any an insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.063.04), 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.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns pursuant to 6.04 herein6.01, the Indenture Trustee shall appoint a successor Servicer meeting the criteria described below and, if it does not appoint a successor, or a previously agreed upon successor Master Servicer until the successor's appointment takes effect, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including without limitation, the obligation to make Monthly Advances and to pay Compensating Interest. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding In the aboveevent the Indenture Trustee fails to appoint a successor Servicer, (i) if and the Indenture Trustee is unwilling or legally unable to act as successor Master ServicerServicer itself, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee it may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank institution or other any institution that regularly services non-conforming residential mortgage loans that is then servicing a non-conforming residential mortgage loan or home equity loan servicer portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $50,000,000 10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer (other than the Indenture Trustee) shall be acceptable to the Bond Insurer, as evidenced by the Insurer’s prior written consent (which consent acceptance shall not be unreasonably withheld); withheld and provided, further, provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings implied rating assigned to the Class A Notes Bonds by any Rating Agency, without taking into account the Rating Agenciesexistence of 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. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such 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 herein (or such lesser compensation as the Indenture Trustee it and such successor shall agree). The appointment ; provided, however, that no such compensation shall be in excess of a successor Master that permitted the Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to 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 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 agreementhereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect 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, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall 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 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 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 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 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 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 the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, that any such successor Master Servicer shall be acceptable to the InsurerEnhancer, as evidenced by the Insurer’s Enhancer's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein 3.11 (or such lesser 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 which 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 any an 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 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 AgreementAgreement 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 time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 an Eligible Servicer as a successor Servicer (the “Successor Servicer”), subject to 6.04 hereinthe consent of any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee or a previously agreed upon successor Master without further action shall automatically be appointed the Successor Servicer and shall so serve in accordance with the terms hereof until another Successor Servicer shall be have assumed the successor in all respects to responsibilities and obligations of the Master Servicer in its capacity as servicer under accordance with 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 hereofSection 7.2. As compensation therefor, the The Indenture Trustee shall be entitled may delegate any of its servicing obligations to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenan affiliate or agent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, (i) if the Indenture Trustee shall, if it is legally unable so to act or is unwilling to act as successor Master Successor Servicer and is unable to appoint a Successor Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appointappoint any Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Owner Trustee, the Rating Agencies, any established housing Agent, the Residual Interestholder and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that Interestholders upon the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedSuccessor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Successor Servicer to act as successor servicer Successor Servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such successioncontemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Master Servicer receives of a notice of termination Termination Notice pursuant to Section 7.01 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or resigns pursuant 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 Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to 6.04 hereinthe Indenture Trustee 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. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer, the Indenture Trustee or a previously agreed upon successor Master has not appointed the Transferor's nominee and the Servicer shall be the successor in all respects delivers to the Master 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 Indenture Trustee shall notify each Enhancement Provider that a sale of the Receivables is proposed and shall provide each Enhancement Provider an opportunity to bid on the Receivables and shall offer the Transferor the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Indenture Trustee, but in its capacity as servicer 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 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 this Agreement any Indenture Supplement; provided, however, that, if the Transferor shall not have a rating of P-3 or Baa3 or higher by Moody's and BBB- or higher by Standard & Poor's, no such reassignment shall occur unless the Transferor shall deliver to the Indenture Trustee and the transactions set forth or provided for herein Rating Agencies an Opinion of Counsel reasonably acceptable to the Indenture Trustee that such reassignment would not constitute a fraudulent conveyance. In the event that a Successor Servicer has not been appointed and shall be subject has not accepted its appointment at the time when the Servicer ceases to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. As compensation thereforact as Servicer, the Indenture Trustee (as trustee hereunder) without further action shall automatically be entitled to such compensation as appointed the Master Servicer would have been entitled to hereunder if no such notice of termination had been givenSuccessor Servicer. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicershall, or (ii) if the Indenture Trustee it is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Successor Servicer hereunder; provided that any such successor Master 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 Master 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 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. Notwithstanding anything herein or in the Indenture to the contrary, contrary in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein (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 Agreement prior to its termination as Master 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 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 Agreement, as the entire amount of the reassignment deposit amount shall be necessary distributed to effectuate the Noteholders of the related Series on the subsequent Distribution Date for such Series pursuant to the related Indenture Supplement (except for amounts payable to any Enhancement Provider under the applicable Enhancement Agreement, which amounts shall be distributed to such successionEnhancement Provider.)

Indenture Trustee to Act; Appointment of Successor. (a) (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns sends a notice pursuant to 6.04 hereinSection 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or a previously agreed upon successor Master Servicer shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall 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 the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall 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 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 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 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 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 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 the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent as pledgee of the Insurer, and shall, at Mortgage Loans may (in the direction of situation described in clause (x)) or shall (in the Insurer, situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided provided, that any such successor Master Servicer shall be acceptable to the InsurerEnhancer, as evidenced by the InsurerEnhancer’s prior written consent (consent, which consent shall not be unreasonably withheld); and provided, provided further, that the appointment of any such successor Master Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Class A Notes by the Rating AgenciesPolicy. 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 hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicerabove. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser 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 which 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 any an insurance policy obtained and maintained pursuant to Section 3.05 herein 3.04 or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), 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 AgreementAgreement 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 time the Master Servicer receives a notice of termination pursuant to Section 7.01 6.01 or resigns pursuant to 6.04 hereinSection 5.04, the Indenture Trustee or a previously agreed upon successor Master Servicer shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Section 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may with the consent of the Insurer, and shall, at Insurer (in the direction of situation described in clause (i)) or shall (in the Insurer, situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $50,000,000 15,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s 's prior written consent (consent, which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating AgenciesAgencies 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 shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master 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. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. 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 herein 3.08 (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 Agreement prior to its termination as Master 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 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 Agreement, as shall be necessary to effectuate any such succession.