Common use of Backup Servicer to Act: Appointment of Successor Clause in Contracts

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification of any Service Transfer or any resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days' prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Periodic Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer's certificate that contains: (i) a complete description of such representations, warranties or covenants of all material breaches by the Issuer, Master Servicer under the Seller, the Originator, Agreement known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that all reports required to be filed with the initial Indenture Trustee have been timely filed by the Master Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification BACKUP SERVICER TO ACT, APPOINTMENT OF SUCCESSOR. On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 6.02 or any the resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Noteholders, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Periodic Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants of all material breaches by the Issuer, Master Servicer under the Seller, the Originator, Agreement known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that all reports required to be filed with the initial Indenture Trustee have been timely filed by the Master Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 7.02 or any the resignation of the Servicer in accordance with Section 5.0412.01, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup ServicerServicer , upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer will not assume any obligations of the Seller pursuant to Section 3.06, and (ii) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee Servicer of any of their respective its obligations contained herein or in any related document or agreement, and (iiiii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indentureherein. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the NoteholdersCertificateholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee Seller and the initial Servicer set forth in this Agreement and any related document including the Basic Documentsdocument, and the Backup Servicer shall be held harmless by the IssuerTrust, the SellerCertificateholders, the Originator, the Depositor, the Indenture Trustee Seller and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee Seller or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documentsherein.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Indenture Trustee. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants all Events of Default by the Issuer, Master Servicer under the Seller, the Originator, Agreement actually known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that the initial Servicer, as Servicer Remittance Report and the case may be, as set forth herein or reports described in any related document or agreement, including Sections 5.09 and 5.10 have been timely filed by the Basic DocumentsMaster Servicer with the Indenture Trustee.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification (a) On and after the time the Servicer or the Special Servicer resigns pursuant to this Agreement or receives a notice of any Service Transfer termination pursuant to Sections 7.02 or any resignation 8.01, the Backup Servicer (or, in the case of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Special Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to Servicer unless the Servicer and Special Servicer are the same entity or the Servicer also resigns, in which case it shall be the Backup Servicer, ) shall be immediately become the successor Successor in all respects to the servicing rightsServicer or the Special Servicer, duties and responsibilities of as the Servicer (case may be, in its capacity as servicer such under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) for herein and shall have all of the rights and powers, and be relieved of such subject to all the responsibilities, duties and liabilities relating thereto and arising after thereafter placed on the Servicer or the Special Servicer, as the case may be, by the terms and provisions hereof, including, without limitation, the Servicer’s obligation to make Servicing Advances; provided that any failure to perform such Service Transfer; providedduties or responsibilities caused by the Servicer’s or the Special Servicer’s failure to deliver to the Backup Servicer the information or funds required under Section 7.02 shall not be considered a default by the Trustee hereunder. In addition to the foregoing, howeverat any time the Servicer fails to make any Servicing Advance, that (i) the Backup Servicer shall not be liable for any acts or omissions make such advance subject to a nonrecoverability determination. Upon the occurrence of an Event of Default related to the failure of the initial or Servicer to make any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforServicing Advance, the Backup Servicer shall be entitled to receive cause the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled Collateral Manager to all rights of terminate the Servicer in connection accordance with its responsibilities under the provisions of this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled entitled, but not required, to conclusively rely upon the representations, warranties and covenants determinations of nonrecoverability made by the OriginatorServicer or the Collateral Manager hereunder. Notwithstanding the foregoing, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall will have a period (not to exceed 60 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred required by the Backup Servicer arising from to correct any errors or related insufficiencies in the servicing data or otherwise enable the Backup Servicer to any breach, inaccuracy, default service the Investments as successor or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicerspecial servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documentsapplicable.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants all Events of Default by the Issuer, Master Servicer under the Seller, the Originator, Agreement actually known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that the initial Servicer, as Servicer Remittance Report and the case may be, as set forth herein or reports described in any related document or agreement, including Sections 5.09 and 5.10 have been timely filed by the Basic DocumentsMaster Servicer with the Indenture Trustee.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 6.02 or any the resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The [Backup Servicer], upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the [Backup Servicer], shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the [Backup Servicer Servicer] shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the [Backup Servicer Servicer] shall be entitled to receive the Monthly Servicing Fee. Furthermore, the [Backup Servicer Servicer] shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the [Backup Servicer Servicer] is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the [Backup Servicer Servicer] or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Assets as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the [Backup Servicer Servicer] and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The [Backup Servicer Servicer] shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the [Backup Servicer Servicer] shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Noteholders, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representations, warranties and covenants made by termination or resignation of the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Master Servicer set forth as provided in this Agreement and any related document including the Basic Documents, Section 7.02. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions or omissions of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless by obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Periodic Advances pursuant to Section 5.18 unless, and only to the Issuer, the Seller, the Originator, the Depositor, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by extent the Backup Servicer arising determines reasonably and in good faith that such advances would not be recoverable from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants the proceeds of the Issuerrelated Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the Seller, Backup Servicer delivered to the Originator, the Indenture Trustee or the initial Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic DocumentsNote Insurer.

Backup Servicer to Act: Appointment of Successor. The (a) (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01, or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Master Servicer is removed as Master Servicer pursuant to this Article VII, in which event the Indenture Trustee shall send written notification of any Service Transfer or any resignation of promptly notify the Servicer Rating Agencies, and except as otherwise provided in accordance with this Section 5.047.02, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, Servicer (provided the Backup Servicer receives 20 days’ prior written notice) or another successor master servicer selected by the Note Insurer shall be the successor in all respects to the servicing rights, duties and responsibilities of the Master Servicer (in its capacity as master servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer Agreement and the Servicer (except as transactions set forth or provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in shall be subject to all the Indentureresponsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement. If the The Backup Servicer is legally unable so to act, or another successor master servicer and the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession succession. If the Backup Servicer or any other successor master servicer is acting as provided hereinMaster Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Master Servicer. The Backup Servicer shall be entitled hereby agrees to rely act as successor master servicer pursuant to the terms of this Agreement upon the representationstermination or resignation of the Master Servicer as provided in this Section 7.02, warranties provided that the Backup Servicer receives all of the necessary documents relating to the Mortgage Loans and covenants made by computer records reflecting the Originatorstatus of the Mortgage Loans as of the date of such transfer of servicing. The Backup Servicer will not be obligated to incur any expenses or costs (including, the Sellerwithout limitation, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee legal fees and the initial Servicer set forth preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Backup Servicer, or to compel the performance of any obligations by any party to this Agreement and any related document including the Basic Documents, Agreement. Any successor master servicer and the Backup Servicer prior to its becoming the successor master servicer shall not be liable for any actions, omissions or defaults of any master servicer prior to it or breaches of representations and warranties of the master servicer prior to it. The Backup Servicer or any other successor master servicer, as successor master servicer, shall be held harmless obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the Backup Servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the IssuerBackup Servicer delivered to the Note Insurer. Furthermore, the Seller, Backup Servicer shall not be obligated to fund any resulting discrepancy or shortfall in the Originator, Collection Account. Upon the Depositortransfer of the servicing of the Mortgage Loans, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by shall provide the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance with an officer’s certificate that contains: (i) a complete description of such representations, warranties or covenants of all material breaches by the Issuer, Master Servicer under the Seller, the Originator, Agreement known by the Indenture Trustee or which have not been fully cured and (ii) confirmation that all reports required to be filed with the initial Indenture Trustee have been timely filed by the Master Servicer, as the case may be, as set forth herein or in any related document or agreement, including the Basic Documents.

Backup Servicer to Act: Appointment of Successor. The Indenture Trustee shall send written notification On and after the time the Servicer receives a notice of any Service Transfer termination pursuant to Section 6.02 or any the resignation of the Servicer in accordance with Section 5.04, within one Business Day after the Indenture Trustee obtains actual knowledge thereof. The Backup Servicer, upon two (2) Business Days' written notice from the Indenture Trustee of such Service Transfer to the Backup Servicer, shall be the successor in all respects to the servicing rights, duties and responsibilities of the Servicer (in its capacity as servicer under this Agreement) except as provided herein which arise after the effective date of such Service Transfer and the Servicer (except as provided herein) shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Backup Servicer shall not be liable for any acts or omissions of the initial or any prior Servicer (or subservicer) accruing prior to such Service Transfer or for any breach or default by the initial or any prior Servicer, the Originator, the Seller, the Issuer or Indenture Trustee of any of their respective obligations contained herein or in any related document or agreement, and (ii) the initial or any prior Servicer shall remain liable for any acts or omissions of such initial or prior Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer shall be entitled to receive the Monthly Servicing Fee. Furthermore, the Backup Servicer shall be entitled to all rights of the Servicer in connection with its responsibilities under this Agreement, including reimbursement rights for advances as provided herein and in the Indenture. If the Backup Servicer is legally unable so to act, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, the Servicer shall act in such capacity until a successor servicer assumes such responsibilities, duties or liabilities. In connection with such appointment and assumption, the Backup Servicer or the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Noteholders, exceed the Monthly Servicing Fee. The Indenture Trustee and the Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession as provided herein. The Backup Servicer shall be entitled to rely upon the representations, warranties and covenants made by the Originator, the Seller, the Depositor, the Issuer, the Indenture Trustee, the Owner Trustee and the initial Servicer set forth in this Agreement and any related document including the Basic Documents, and the Backup Servicer shall be held harmless by the Issuer, the Seller, the Originator, the Depositor, the Noteholders, the Indenture Trustee and the initial Servicer, severally and not jointly for any and all claims, liabilities, obligations, losses, losses damages, payments costs or expenses (including reasonable attorneys' fees) of any kind whatsoever incurred by the Backup Servicer arising from or related to any breach, inaccuracy, default or nonperformance of such representations, warranties or covenants of the Issuer, the Seller, the Originator, the Indenture Trustee or the initial Servicer, as the case may be, Servicer as set forth herein or in any related document or agreement, including the Basic Documents.