Common use of Appointment of Successor Master Servicer Clause in Contracts

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by Upon the Master Servicer Servicer's receipt of a notice of termination pursuant to Section 6.03 7.1 or the Master Servicer's resignation in accordance with the terms of this Agreement, the predecessor Master Servicer shall continue to perform its functions as Master Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (x) the date 45 days from the delivery to the Indenture Trustee, the Securities Administrator and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Master Servicer shall become unable to act as Master Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Master Servicer pursuant to Section 4.15Servicer's resignation or termination hereunder, to be the successor (the “Issuer shall appoint a Successor Master Servicer”) , and the Successor Master Servicer shall accept its appointment by a written assumption in all respects form acceptable to the Owner Trustee, the Securities Administrator and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Master Servicer has not been appointed at the time when the predecessor Master Servicer has ceased to act as Master Servicer in its capacity accordance with this Section 7.2, the Securities Administrator (so long as servicer under this Agreement the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise the transactions set forth Indenture Trustee, without further action shall automatically be appointed the Successor Master Servicer. The Securities Administrator or provided for herein and shall be subject to all the responsibilitiesIndenture Trustee, duties and liabilities relating thereto placed on as the case may be, may resign as the Master Servicer by giving written notice of such resignation to the terms Issuer and provisions hereof arising on in such event shall be released from such duties and after its succession; providedobligations, howeversuch release not to be effective until the date a Successor Master Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, thatthe Issuer shall obtain a new Master Servicer as the Successor Master Servicer in accordance with this Section. Notwithstanding the above, without affecting if the immediate termination of Securities Administrator (so long as the rights of Person serving as the Securities Administrator is not also the Master Servicer hereunderServicer) and the Indenture Trustee shall be legally unable so to act or if, it is understood and acknowledged by within 30 days after the parties hereto that there will be delivery of its notice of resignation, the Issuer shall not have obtained a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor (so long as the Person serving as the Securities Administrator is not also the Master Servicer) or the Indenture Trustee Trustee, as appropriate, shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation thereforappoint, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking having a net worth of not less than $100,000,000 and whose regular business shall include the words “the Master Servicer” in clause 1 servicing of the definition thereof and (ii) striking clause 2(a) in the definition thereof) automotive 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 Servicer hereunderunder this Agreement; provided that the appointment of any Rating Agency Condition shall be satisfied in connection with such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so actingappointment. (b) Upon appointment, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, be the successor shall be entitled in all respects to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under and shall be subject to all the responsibilities, duties, and liabilities arising thereafter relating thereto placed on the predecessor Master Servicer, by the terms and provisions of this Agreement prior to its termination as Agreement; provided, that (i) any failure of such Successor Master Servicer to indemnify perform such responsibilities or duties that are caused by the Indenture Trustee, the Servicer and the Securities Administrator pursuant predecessor Master Servicer's failure to Section 5.06, nor provide information or monies required hereunder shall any not be considered a default by such Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by and (ii) such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility liability for actions, inactions or obligation (i) to repurchase or substitute for any representations of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer out of payments on Receivables as it and such Successor Master Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Master Servicer under this Agreement. The Indenture Trustee, the Securities Administrator Trustee and such successor Successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, anything herein or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein Basic Documents to the contrary, in no event shall the Securities Administrator or the Indenture Trustee Trustee, should it be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or appointed Successor Master Servicer, as applicablebe required to purchase any Receivable pursuant to Section 3.6 herein or otherwise or indemnify the Issuer, under this Agreement and the transactions set forth Owner Trustee, the Noteholders, the Certificateholders, the Depositor or provided for hereinany other Person pursuant to Section 3.13.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC The Bank USA, National Associationof New York, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 3.40 and 6.04(d6.07(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 6.06 or upon resignation of the Master Servicer pursuant to Section 4.153.40, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 3.37 (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 indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the The Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, at the expense of the Trust, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.043.32. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer On and after the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.03 8.02 or upon the resignation of the Master Servicer pursuant to Section 4.157.06, to the Indenture Trustee shall be the successor (the “Successor Master Servicer”) in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the rights, responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilitiesunder this Agreement, duties or liabilities of the Master Servicer hereunder; 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 Offered Notes by the Rating Agenciesexcept as otherwise stated herein. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so actingThe Depositor, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumptionOwner Trustee, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Master Servicer is acting as Master Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of any Master Servicer Termination Event after its appointment as successor Master Servicer. (b) Any successor, including On and after the Successor Master Servicer, to time the Master Servicer as servicer shall during the term receives a notice of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required termination pursuant to Section 4.04. (c) In connection with 8.02 or upon the termination or resignation of the Master Servicer hereunderpursuant to Section 7.06, the Successor Master Servicer, including the Indenture Trustee or if the Indenture Trustee is acting legally unable to act as Successor Master Servicer, shall represent and warrant that it is the Controlling Party may exercise at any time its right to appoint a member of MERS in good standing successor to the Master Servicer, and shall agree have no liability to comply the Owner Trustee, the Indenture Trustee, the Master Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if it does so; provided that in all material respects with the rules and procedures event the Master Servicer has resigned pursuant to Section 7.06(a)(ii) the appointment of MERS in connection with any successor Master Servicer (other than the servicing of Indenture Trustee) must satisfy the Mortgage Loans that are registered with MERS. (d) Rating Agency Condition. Notwithstanding the above, if the Indenture Trustee mayshall be legally unable or unwilling to act as Master Servicer, the Indenture Trustee, the Owner Trustee or Noteholders evidencing 25% of the Outstanding Amount of the Controlling Class or, if it shall be unwilling to continue to so actno Notes are outstanding, or shallthe Holders of Certificates evidencing not less than 25% of the percentage interests in the Certificates, if it is unable to so act, may petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, Eligible Master Servicer as the successor to such the Master Servicer; provided that in the event the Master Servicer has resigned pursuant to Section 7.06(a)(ii) the appointment of any successor Master Servicer (other than the Indenture Trustee) must satisfy the Rating Agency Condition. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Master Servicer unless it is legally unable to do so, in which event the assumption of outgoing Master Servicer shall continue to act as Master Servicer until a successor has been appointed and accepted such appointment. The Trustee shall be entitled to withdraw from the Collection Account and remit to the successor Master Servicer or such other party entitled thereto all of reasonably incurred Master Servicer transition costs. (c) Upon appointment, the successor Master Servicer shall be the successor in all respects to the predecessor Master Servicer and shall be subject to all the responsibilities, duties or and liabilities of a master servicer, like arising thereafter relating thereto placed on the predecessor Master Servicer, and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Master Servicer by the terms and provisions of this Agreement. (d) Any successor Master Servicer shall have the right (x) to terminate the services of any Subservicer in respect of the Receivables arising under the related Sub-Servicing Agreement between the predecessor Master Servicer and such Subservicer which is in effect at the time such successor Master Servicer assumes its responsibilities as successor Master Servicer or (y) to assume such related Sub-Servicing Agreement. Neither The successor Master Servicer will provide the Subservicer, the predecessor Master Servicer, the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act Owner Trustee, within 60 days of its appointment as Successor Servicer or Successor successor Master Servicer, as applicable, under this written notice of its election to terminate any Sub-Servicing Agreement on the date set forth in such notice or to assume the Sub-Servicing Agreement. Any termination fees in connection with such termination shall be paid by the predecessor Master Servicer or the Subservicer pursuant to the relevant Subservicing Agreement and shall not be obligations of the transactions set forth Indenture Trustee, the Owner Trustee or provided for hereinthe Issuer or paid from the Trust Estate.

Appointment of Successor Master Servicer. (a) The Issuer and Upon the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.156.05 or the termination of the Master Servicer pursuant to Section 7.01, to the Indenture Trustee shall be the successor (the “Successor Master Servicer”) in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, obligations and duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on of this Agreement, and after shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its successionExchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Master Servicer; provided, however, thatthat the Indenture Trustee, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the as Successor Master Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.07 and shall have no obligations pursuant to Section 3.09 with respect to the Securities Administrator nor fees and expenses of the Owner Trustee or the Indenture Trustee shall be responsible for Trustee, the lack fees and expenses of information the Owner Trustee’s attorneys or the Indenture Trustee’s attorneys, the fees and documents that it cannot reasonably obtain on a practicable basis under expenses of any custodian appointed by the circumstancesTrustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders. As compensation therefor, the Successor Master Servicer 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 resignation or termination had been givenoccurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Master Servicer. Notwithstanding the above, if the Successor Master Servicer is legally unable to act as successor servicerforegoing, the Indenture Trustee may appoint may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer that is an Approved Eligible Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumptionappointment, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to Wachovia Bank as initial Master Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Master Servicer, to the Master Servicer as servicer . The Indenture Trustee shall during the term not be relieved of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, the Successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting duties as Successor Master Servicer, shall represent and warrant that it is Servicer under this Section until 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor newly appointed Master 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 have assumed the obligations and duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay of the Master Servicer in delivering or providing, any cash, information, documents or records to itunder this Agreement. Notwithstanding anything herein to the contrarycontrary contained herein, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee servicing fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee servicing fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Master Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for hereinhereunder.

Appointment of Successor Master Servicer. (a) The Issuer Depositor and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections Section 4.15 and 6.04(d) hereofthereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 8.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes Certificates by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.067.06, 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. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders Certificateholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections Section 4.15 and 6.04(d) hereofthereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections Section 4.15 and 6.04(d) hereofthereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “"Successor Master Servicer”") 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; providedPROVIDED, howeverHOWEVER, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “"Master Servicer Transition Period”") before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “"the Master Servicer” " in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided PROVIDED that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer Depositor and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections Section 4.15 and 6.04(d) hereofthereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 8.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes Certificates by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.067.06, 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. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders Certificateholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC The Bank USA, National Associationof New York, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 3.40 and 6.04(d6.07(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 6.06 or upon resignation of the Master Servicer pursuant to Section 4.153.40, to be the successor (the “"Successor Master Servicer”") 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “"Master Servicer Transition Period”") before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “"the Master Servicer” " in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 3.37 (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 indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the The Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, at the expense of the Trust, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.043.32. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association[o], hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “"Successor Master Servicer”") 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; providedPROVIDED, howeverHOWEVER, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “"Master Servicer Transition Period”") before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “"the Master Servicer” " in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided PROVIDED that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer On and after the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by time the Master Servicer of receives a notice of termination pursuant to Section 6.03 8.02 or upon the resignation of the Master Servicer pursuant to Section 4.157.06, to the Indenture Trustee shall be the successor (the “Successor Master Servicer”) in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the rights, responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilitiesunder this Agreement, duties or liabilities of the Master Servicer hereunder; 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 Offered Notes by the Rating Agenciesexcept as otherwise stated herein. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so actingThe Depositor, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumptionOwner Trustee, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Master Servicer is acting as Master Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of any Master Servicer Termination Event after its appointment as successor Master Servicer. (b) Any successor, including On and after the Successor Master Servicer, to time the Master Servicer as servicer shall during the term receives a notice of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required termination pursuant to Section 4.04. (c) In connection with 8.02 or upon the termination or resignation of the Master Servicer hereunderpursuant to Section 7.06, the Successor Master Servicer, including the Indenture Trustee or if the Indenture Trustee is acting legally unable or unwilling to act as Successor Master Servicer, shall represent and warrant that it is the Controlling Party may exercise at any time its right to appoint a member of MERS in good standing successor to the Master Servicer, and shall agree have no liability to comply in all material respects with the rules and procedures of MERS in connection with Owner Trustee, the servicing of Indenture Trustee, the Mortgage Loans that are registered with MERS. (d) Master Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if it does so. Notwithstanding the above, if the Indenture Trustee mayshall be legally unable or unwilling to act as Master Servicer, the Indenture Trustee, the Owner Trustee or Noteholders evidencing 25% of the Outstanding Amount of the Controlling Class or, if it shall be unwilling to continue to so actno Notes are outstanding, or shallCertificateholders of Certificates evidencing not less than 25% of the Outstanding Amount of the Certificates, if it is unable to so act, may petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, Eligible Master Servicer as the successor to such the Master Servicer. Pending appointment pursuant to the preceding sentence, the Indenture Trustee shall act as successor Master Servicer unless it is legally unable to do so, in which event the assumption of outgoing Master Servicer shall continue to act as Master Servicer until a successor has been appointed and accepted such appointment. The Trustee shall be entitled to withdraw from the Collection Account and remit to the successor Master Servicer or such other party entitled thereto all of reasonably incurred Master Servicer transition costs. (c) Upon appointment, the successor Master Servicer shall be the successor in all respects to the predecessor Master Servicer and shall be subject to all the responsibilities, duties or and liabilities of a master servicer, like arising thereafter relating thereto placed on the predecessor Master Servicer, and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Master Servicer by the terms and provisions of this Agreement. (d) Any successor Master Servicer shall have the right (x) to terminate the services of any Subservicer in respect of the Receivables arising under the related Sub-Servicing Agreement between the predecessor Master Servicer and such Subservicer which is in effect at the time such successor Master Servicer assumes its responsibilities as successor Master Servicer or (y) to assume such related Sub-Servicing Agreement. Neither The successor Master Servicer will provide the Subservicer, the predecessor Master Servicer, the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act Owner Trustee, within 60 days of its appointment as Successor Servicer or Successor successor Master Servicer, as applicable, under this written notice of its election to terminate any Sub-Servicing Agreement on the date set forth in such notice or to assume the Sub-Servicing Agreement. Any termination fees in connection with such termination shall be paid by the predecessor Master Servicer or the Subservicer pursuant to the relevant Subservicing Agreement and shall not be obligations of the transactions set forth Indenture Trustee, the Owner Trustee or provided for hereinthe Issuer or paid from the Trust Estate.

Appointment of Successor Master Servicer. (a) The Issuer and Upon the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.156.05 or the termination of the Master Servicer pursuant to Section 7.01, to the Indenture Trustee shall be the successor (the “Successor Master Servicer”) in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, obligations and duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on of this Agreement, and after shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its successionExchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Master Servicer; provided, however, thatthat the Indenture Trustee, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the as Successor Master Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.07 and shall have no obligations pursuant to Section 3.09 with respect to the Securities Administrator nor fees and expenses of the Owner Trustee or the Indenture Trustee shall be responsible for Trustee, the lack fees and expenses of information the Owner Trustee's attorneys or the Indenture Trustee's attorneys, the fees and documents that it cannot reasonably obtain on a practicable basis under expenses of any custodian appointed by the circumstancesTrustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders. As compensation therefor, the Successor Master Servicer 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 resignation or termination had been givenoccurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Master Servicer. Notwithstanding the above, if the Successor Master Servicer is legally unable to act as successor servicerforegoing, the Indenture Trustee may appoint may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer that is an Approved Eligible Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumptionappointment, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to Wachovia Bank as initial Master Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Master Servicer, to the Master Servicer as servicer . The Indenture Trustee shall during the term not be relieved of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, the Successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting duties as Successor Master Servicer, shall represent and warrant that it is Servicer under this Section until 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor newly appointed Master 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 have assumed the obligations and duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay of the Master Servicer in delivering or providing, any cash, information, documents or records to itunder this Agreement. Notwithstanding anything herein to the contrarycontrary contained herein, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee servicing fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee servicing fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Master Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for hereinhereunder.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.15, to be the successor (the “Successor Master Servicer”) 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; provided, however, that, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by Upon the Master Servicer Servicer’s receipt of a notice of termination pursuant to Section 6.03 6.1 or the Master Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Master Servicer shall continue to perform its functions as Master Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (x) the date 45 days from the delivery to the Indenture Trustee and the Issuer of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Master Servicer shall become unable to act as Master Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Master Servicer pursuant to Section 4.15Servicer’s resignation or termination hereunder, to be the Indenture Trustee shall appoint a successor Master Servicer, and the successor (the “Successor Master Servicer”) Servicer shall accept its appointment by a written assumption in all respects form acceptable to the Issuer and the Indenture Trustee (with a copy to each Rating Agency). In the event that a successor Master Servicer has not been appointed at the time when the predecessor Master Servicer has ceased to act as Master Servicer in its capacity accordance with this Section 6.2, the Indenture Trustee without further action shall automatically be appointed the successor Master Servicer. The Indenture Trustee may resign 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 giving written notice of such resignation to the terms Issuer and provisions hereof arising on in such event shall be released from such duties and after its succession; providedobligations, however, that, without affecting such release not to be effective until the immediate termination of the rights of the date a successor Master Servicer hereunderenters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, it is understood and acknowledged by the parties hereto that there will be Issuer shall obtain a period of transition not to exceed 90 days (new master servicer as the “successor Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor the Indenture Trustee shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation therefor, the Successor Master 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 givenin accordance with this Section. Notwithstanding the above, if the Successor Master Servicer is Indenture Trustee shall be legally unable so to act as or if, within 30 days after the delivery of its notice of resignation, the Issuer shall not have obtained a successor servicerMaster Servicer, the Indenture Trustee may appoint 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 that is an Approved Servicer (defined for this purpose by (i) striking having a net worth of not less than $100,000,000 and whose regular business shall include the words “the Master Servicer” in clause 1 servicing of the definition thereof and (ii) striking clause 2(a) in the definition thereof) automotive 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 Servicer hereunderunder this Agreement; provided that the appointment of any Rating Agency Condition shall be satisfied in connection with such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so actingappointment. (b) Upon appointment, the Successor successor Master Servicer shall act be the successor in all respects to the predecessor Master Servicer and shall be subject to all the responsibilities, duties, and liabilities arising thereafter relating thereto placed on the predecessor Master Servicer, by the terms and provisions of this Agreement; provided, that (i) any failure of such successor Master Servicer to perform such responsibilities or duties that are caused by the predecessor Master Servicer’s failure to provide information or monies required hereunder shall not be considered a default by such successor Master Servicer, (ii) such successor Master Servicer shall have no liability for actions, inactions or representations of the predecessor Master Servicer, (iii) the successor Master Servicer shall have no obligation to pay any taxes required to be paid by the predecessor Master Servicer, (iv) the successor Master Servicer shall have no obligation to pay any of the fees and expenses of any other party involved in this transaction (other than the fees and expenses of the Receivables Servicer) and (v) the successor Master Servicer shall have no liability or obligation with respect to any indemnification obligations of any predecessor Master Servicer. The indemnification obligations of the successor Master Servicer are expressly limited to those instances of negligence or willful misconduct of such entity in its capacity as hereinabove provided. successor Master Servicer. (c) 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 Master Servicer out of payments on the Mortgage Loans Receivables as it and such successor Master Servicer shall agree; provided, however, that no such compensation shall be in an amount equal to excess of the compensation which permitted for the predecessor Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the under this Agreement. 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 indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, anything herein or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein Transaction Documents to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor successor Master Servicer be required to act as Successor Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for purchase any Receivable pursuant to Section 3.8 herein.

Appointment of Successor Master Servicer. (a) The Issuer and Upon the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.156.05 or the termination of the Master Servicer pursuant to Section 7.01, to the Indenture Trustee shall be the successor (the “Successor Master Servicer”) in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, obligations and duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on of this Agreement, and after shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its successionExchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Master Servicer; provided, however, thatthat the Indenture Trustee, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the as Successor Master Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.04 and shall have no obligations pursuant to Section 3.09 with respect to the Securities Administrator nor fees and expenses of the Owner Trustee or the Indenture Trustee shall be responsible for Trustee, the lack fees and expenses of information the Owner Trustee's attorneys or the Indenture Trustee's attorneys, the fees and documents that it cannot reasonably obtain on a practicable basis under expenses of any custodian appointed by the circumstancesTrustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders. As compensation therefor, the Successor Master Servicer 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 resignation or termination had been givenoccurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Master Servicer. Notwithstanding the above, if the Successor Master Servicer is legally unable to act as successor servicerforegoing, the Indenture Trustee may appoint may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer that is an Approved Eligible Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumptionappointment, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to Wachovia Bank as initial Master Servicer hereunder without the prior consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. The Indenture Trustee, the Securities Administrator Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Master Servicer, to the Master Servicer as servicer . The Indenture Trustee shall during the term not be relieved of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, the Successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting duties as Successor Master Servicer, shall represent and warrant that it is Servicer under this Section until 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor newly appointed Master 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 have assumed the obligations and duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay of the Master Servicer in delivering or providing, any cash, information, documents or records to itunder this Agreement. Notwithstanding anything herein to the contrarycontrary contained herein, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee servicing fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee servicing fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Master Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for hereinhereunder.

Appointment of Successor Master Servicer. (a) The Issuer and the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by Upon the Master Servicer Servicer’s receipt of a notice of termination pursuant to Section 6.03 7.1 or upon the Master Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Master Servicer shall continue to perform its functions as Master Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (x) the date 45 days from the delivery to the Indenture Trustee, the Securities Administrator and the Owner Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (y) the date on which a successor Master Servicer assumes this role. In the event of the Master Servicer pursuant to Section 4.15Servicer’s resignation or termination hereunder, to be the successor (the “Issuer shall appoint a Successor Master Servicer”) , and the Successor Master Servicer shall accept its appointment by a written assumption in all respects form acceptable to the Owner Trustee, the Securities Administrator and the Indenture Trustee (with a copy to each Rating Agency). In the event that a Successor Master Servicer has not been appointed at the time when a terminated Master Servicer has ceased to act as Master Servicer in its capacity accordance with this Section 7.2, the Securities Administrator (so long as servicer under this Agreement the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise the transactions set forth Indenture Trustee, without further action shall automatically be appointed the Successor Master Servicer. The Securities Administrator or provided for herein and shall be subject to all the responsibilitiesIndenture Trustee, duties and liabilities relating thereto placed on as the case may be, may resign as the Master Servicer by giving written notice of such resignation to the terms Issuer and provisions hereof arising on in such event shall be released from such duties and after its succession; providedobligations, howeversuch release not to be effective until the date a Successor Master Servicer enters into a written assumption as provided in this Section. Upon delivery of any such notice to the Issuer, thatthe Issuer shall obtain a new Master Servicer as the Successor Master Servicer in accordance with this Section. Notwithstanding the above, without affecting if the immediate termination of Securities Administrator (so long as the rights of Person serving as the Securities Administrator is not also the Master Servicer hereunderServicer) and the Indenture Trustee shall be legally unable so to act or if, it is understood and acknowledged by within 30 days after the parties hereto that there will be delivery of its notice of resignation, the Issuer shall not have obtained a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the Successor Master Servicer, the Securities Administrator nor (so long as the Person serving as the Securities Administrator is not also the Master Servicer) or the Indenture Trustee Trustee, as appropriate, shall be responsible for the lack of information and documents that it cannot reasonably obtain on a practicable basis under the circumstances. As compensation thereforappoint, the Successor Master 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, if the Successor Master Servicer is legally unable to act as successor servicer, the Indenture Trustee may 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 that is an Approved Servicer (defined for this purpose by (i) striking having a net worth of not less than $100,000,000 and whose regular business shall include the words “the Master Servicer” in clause 1 servicing of the definition thereof and (ii) striking clause 2(a) in the definition thereof) automotive 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 Servicer hereunderunder this Agreement; provided that the appointment of any Rating Agency Condition shall be satisfied in connection with such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so actingappointment. (b) Upon appointment, the Successor Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, be the successor shall be entitled in all respects to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a Successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under and shall be subject to all the responsibilities, duties, and liabilities arising thereafter relating thereto placed on the predecessor Master Servicer, by the terms and provisions of this Agreement prior to its termination as Agreement; provided, that (i) any failure of such Successor Master Servicer to indemnify perform such responsibilities or duties that are caused by the Indenture Trustee, the Servicer and the Securities Administrator pursuant predecessor Master Servicer’s failure to Section 5.06, nor provide information or monies required hereunder shall any not be considered a default by such Successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by and (ii) such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility liability for actions, inactions or obligation (i) to repurchase or substitute for any representations of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master Servicer. (c) In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer out of payments on Receivables as it and such Successor Master Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Master Servicer under this Agreement. The Indenture Trustee, the Securities Administrator Trustee and such successor Successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Successor Master Servicer, to the Master Servicer as servicer shall during the term of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, anything herein or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor Master 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 of the Master Servicer in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything herein Basic Documents to the contrary, in no event shall the Securities Administrator or the Indenture Trustee Trustee, should it be liable for any Servicing Fee or Master Servicing Fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Servicer or appointed Successor Master Servicer, as applicablebe required to purchase any Receivable pursuant to Section 3.6 herein or otherwise or indemnify the Issuer, under this Agreement and the transactions set forth Owner Trustee, the Noteholders, the Certificateholders, the Depositor or provided for hereinany other Person pursuant to Section 3.13.

Appointment of Successor Master Servicer. (a) The Issuer and Upon the Indenture Trustee hereby appoint, and HSBC Bank USA, National Association, hereby accepts appointment, on behalf of itself or an affiliate, subject to the provisions of Sections 4.15 and 6.04(d) hereof, upon receipt by the Master Servicer of a notice of termination pursuant to Section 6.03 or upon resignation of the Master Servicer pursuant to Section 4.156.05 or the termination of the Master Servicer pursuant to Section 7.01, to the Indenture Trustee shall be the successor (the “Successor Master Servicer”) in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, obligations and duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on of this Agreement, and after shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its successionExchange Act reporting obligations with respect to the Indenture Trustee in its capacity as Successor Master Servicer; provided, however, thatthat the Indenture Trustee, without affecting the immediate termination of the rights of the Master Servicer hereunder, it is understood and acknowledged by the parties hereto that there will be a period of transition not to exceed 90 days (the “Master Servicer Transition Period”) before the master servicing transfer is fully effected. During the Master Servicer Transition Period, neither the as Successor Master Servicer, shall not, in any event, be required to make any Advances pursuant to Section 4.04 and shall have no obligations pursuant to Section 3.09 with respect to the Securities Administrator nor fees and expenses of the Owner Trustee or the Indenture Trustee shall be responsible for Trustee, the lack fees and expenses of information the Owner Trustee's attorneys or the Indenture Trustee's attorneys, the fees and documents that it cannot reasonably obtain on a practicable basis under expenses of any custodian appointed by the circumstancesTrustees, the fees and expenses of Independent accountants or expenses incurred in connection with distributions and reports to the Certificateholders and the Noteholders. As compensation therefor, the Successor Master Servicer 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 resignation or termination had been givenoccurred, except that all collections on or in respect of the Receivables shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Master Servicer. Notwithstanding the above, if the Successor Master Servicer is legally unable to act as successor servicerforegoing, the Indenture Trustee may appoint may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer that is an Approved Eligible Servicer (defined for this purpose by (i) striking the words “the Master Servicer” in clause 1 of the definition thereof and (ii) striking clause 2(a) in the definition thereof) as the successor to the terminated Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any such Successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Offered Notes by the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Successor Master Servicer is prohibited by law from so acting, the Successor Master Servicer shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumptionappointment, the successor shall be entitled to receive compensation out of payments on the Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 4.09 (or such lesser compensation as the Indenture Trustee may make such arrangements for the compensation of such Successor Master Servicer out of collections on or in respect of the Receivables as it and such successor shall agree). The appointment of a Successor ; provided, however, that such compensation shall not be greater than that payable to Wachovia Bank as initial Master Servicer shall not affect any liability hereunder without the prior consent of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to indemnify the Indenture Trustee, the Servicer and the Securities Administrator pursuant to Section 5.06, nor shall any Successor Master Servicer be liable for any acts or omissions Holders of Notes evidencing not less than 51% 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. During the Master Servicer Transition Period, the Indenture Trustee, the Securities Administrator or a Successor Master Servicer shall have no responsibility or obligation (i) to repurchase or substitute for any Note Balance of the Mortgage Loans or (ii) for any acts or omissions of a predecessor Master ServicerControlling Class. The Indenture Trustee, the Securities Administrator Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including providing such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to such Successor Master Servicer, to the Master Servicer as servicer . The Indenture Trustee shall during the term not be relieved of its service as master servicer (i) continue to master service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 4.04. (c) In connection with the termination or resignation of the Master Servicer hereunder, the Successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting duties as Successor Master Servicer, shall represent and warrant that it is Servicer under this Section until 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. (d) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint, or appoint on its own behalf any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $25,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Neither the Indenture Trustee nor any other Successor newly appointed Master 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 have assumed the obligations and duties or responsibilities hereunder, in either case caused by the failure of the terminated Master Servicer to deliver or provide, or any delay of the Master Servicer in delivering or providing, any cash, information, documents or records to itunder this Agreement. Notwithstanding anything herein to the contrarycontrary contained herein, in no event shall the Indenture Trustee be liable for any Servicing Fee or Master Servicing Fee servicing fee or for any differential in the amount of the Servicing Fee or Master Servicing Fee servicing fee paid hereunder and the amount necessary to induce any Successor Servicer or Successor Master Servicer to act as Successor Master Servicer or Successor Master Servicer, as applicable, under this Agreement and the transactions set forth or provided for hereinhereunder.