Common use of Duties of the Master Servicer Clause in Contracts

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policy and consistent with the past practices of the Originators. The Master Servicer shall set aside, for the accounts of each Purchaser, the amount of Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default relating Termination has occurred and is continuing, the Master Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold for the benefit of the Administrative Agent (individually and after for the curing benefit of each Purchaser), in accordance with their respective interests, all Events of Default that may have occurredrecords and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During if an Event of Default relating to Termination has occurred and is continuing, the Servicer of which a Responsible Officer of Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Master Servicer’s obligations hereunder shall have actual knowledge, and which remains uncuredterminate on the Final Payout Date. Promptly following the Final Payout Date, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform deliver to the requirements of this Agreement. The Master Servicer shall have no duty to recomputeSeller all books, recalculate or verify records and related materials that the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Seller previously provided to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, or that have been obtained by the Master Servicer shall take such action as it deems appropriate to have the instrument correctedServicer, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of in connection with this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement). The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements. To the extent applicable to the obligations of the Master Servicer under this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing obligation of all Events the Servicer to service and administer the Mortgage Loans in accordance with the terms of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event , except the activities of Default relating to the Servicer with respect to Mortgage Loans that are in default, including collection activity, modification of which a Responsible Officer Mortgage Loans, foreclosure, and disposition of REO Property, and the Master Servicer processing of any FHA or VA claims (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with the Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by the Servicer and shall otherwise exercise its reasonable best efforts to cause the Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by the requirements of Servicer under this Agreement. The Master Servicer shall have no duty independently and separately monitor the Servicer’s servicing activities with respect to recomputeeach Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 5.27 and any other information, statements and reports required hereunder. If any such instrument is found not to conform Notwithstanding anything in this Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of the Servicer or to enforce the obligations of the Servicer under this Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if or (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the CertificateholdersMortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date. No provision The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicer to the Collection Account pursuant to this Agreement shall be construed Agreement. To the extent applicable to relieve the obligations of the Master Servicer from liability for its own negligent actionunder this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Trust (and also on behalf of the Indenture Trustee and the Noteholders) and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to Receivables, and perform the Servicer of which a Responsible Officer of other actions required by the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty be carried out in accordance with customary and usual procedures of institutions which service motor vehicles retail installment sales contracts and, to recomputethe extent more exacting, recalculate the degree of skill and attention that the Master Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or verify the accuracy of any resolutionothers. In performing such duties, certificate, statement, opinion, report, document, order or other instrument so furnished to long as Household is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. If The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment statements to Obligors, reporting any such instrument is found not required tax information to conform Obligors, accounting for collections and furnishing monthly and annual statements to the requirements Indenture Trustee with respect to distributions, monitoring the status of this Agreement Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Master Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in a material mannerthe Dealer Agreements (and Household shall make efforts to obtain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servicer shall take such action as it deems appropriate to have the instrument correctedfollow its customary standards, policies, and if procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the instrument is not corrected to its satisfactiongenerality of the foregoing, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent actionis hereby authorized and empowered by the Trust to execute and deliver, its own negligent failure on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to act or its own misconductthe Receivables and with respect to the Financed Vehicles; provided, however, that:that notwithstanding the foregoing and subject to Section 4.3 hereof, the Master Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor. The Master Servicer is hereby authorized to commence, in it's own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Master Servicer with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem reasonably necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, and the processing of any FHA or VA claims (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if or (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the CertificateholdersMortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date. No provision The Master Servicer shall reconcile the results of this Agreement shall be construed its Mortgage Loan monitoring with the actual remittances of the Servicers to relieve the Collection Account pursuant to the applicable Servicing Agreements. To the extent applicable to the obligations of the Master Servicer from liability for its own negligent actionunder this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master Servicer is hereby authorized to act as agent for the Trust (and also on behalf of the Indenture Trustee and the Noteholders) and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Master Servicer under this Agreement, the Indenture and the Series Supplement. The Master Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Master Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as HSBC Finance Corporation is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. The Master Servicer’s duties shall include, prior without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending monthly billing statements to Obligors, reporting any required tax information to Obligors, monitoring the collateral, accounting for collections and furnishing monthly and annual statements to the occurrence Indenture Trustee, the Administrator and the Noteholders with respect to distributions, monitoring the status of an Event of Default relating Insurance Policies with respect to the Servicer of which a Responsible Officer of Financed Vehicles and performing the other duties specified herein. The Master Servicer shall have actual knowledge also administer and after enforce all rights and responsibilities of the curing holder of all Events the Receivables provided for in the Dealer Agreements (and HSBC Finance Corporation shall make commercially reasonable efforts to obtain possession of Default that may have occurredthe Dealer Agreements, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of extent it is necessary to do so), the Dealer Assignments, the Master Servicer shall have actual knowledgeReceivables Purchase Agreements, and which remains uncuredthe Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments, the Master Receivables Purchase Agreements, and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreementfollow its customary standards, policies, and use the same degree of care procedures and skill shall have full power and authority, acting alone, to do any and all things in their exercise as a prudent person would exercise connection with such managing, servicing, administration and collection that it may deem necessary or use under the circumstances in the conduct of desirable. In performing such person’s own affairs. Any permissive right of duties, the Master Servicer enumerated or any Subservicer may delegate their duties in this Agreement shall not be construed as a dutyaccordance with Section 9.5 hereof. The Without limiting the generality of the foregoing, the Master ServicerServicer is hereby authorized and empowered by the Trust to execute and deliver, upon receipt on behalf of the Trust, any and all resolutionsinstruments of satisfaction or cancellation, certificatesor of partial or full release or discharge, statementsand all other comparable instruments, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform with respect to the requirements of this AgreementReceivables and with respect to the Financed Vehicles. The Master Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished automatically assigned such Receivable to the Master Servicer. If Servicer solely for purposes of commencing or participating in any such instrument is found not to conform to the requirements of this Agreement in proceeding as a material mannerparty or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve furnish the Master Servicer from liability for with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem reasonably necessary or appropriate to enable the Master Servicer to carry out its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:servicing and administrative duties under this Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Mortgage Loan serviced by Washington Mutual Mortgage Securities Corp.) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement). The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements, its own negligent failure except that the Master Servicer shall have no obligation to act or its own misconduct; providedreconcile any loan-level calculations provided by Washington Mutual Mortgage Securities Corp.). To the extent applicable to the obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. (a) The Master Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy, it being understood that the Master Servicer does not guarantee the collection of any Pool Receivables. (b) The Master Servicer shall direct all Obligors to make payments of the Pool Receivables directly to the Collection Account, which shall at all times be subject to a Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment to Bausch or any of its Affiliates with respect to a Pool Receivable, the Borrower or the Master Servicer, prior as the case may be, agrees to remit, or to cause such Person to remit any Collections (including any security deposits applied to the occurrence Outstanding Balance of an Event of Default relating any Pool Receivable) that it receives on Pool Receivables directly to the Collection Account within four (4) Business Days of the date of receipt of such payment, and further agrees that all such Collections shall be deemed to be received in trust for the exclusive benefit of the Administrative Agent and the Lenders; provided that if more than 5% of weekly Collections with respect to Pool Receivables for any calendar week occurring after the 60th day following the Initial Funding Date are paid by Obligors to an account other than the Collection Account, then the Borrower or the Master Servicer, as the case may be, agrees to remit such Collections directly to the Collection Account within two (2) Business Days of receipt thereof. (c) The Master Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Master Servicer (and during the Dominion Period, unless and until remitted to the Master Servicer, the Administrative Agent) shall hold for the account of which the Borrower, the Administrative Agent and each other Secured Party their respective shares of the Collections in accordance with Article II. During the Dominion Period, to the extent any Collections come into the possession of the Master Servicer, the Master Servicer shall, upon the request of the Requisite Lenders, segregate, in a Responsible Officer manner acceptable to the Requisite Lenders (at the direction of the Requisite Lenders), all such Collections from the general funds of the Master Servicer shall have actual knowledge and after or the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating Borrower prior to the Servicer of which a Responsible Officer of remittance thereof in accordance with Article II. Subject to Section 2.2, at all times while the Master Servicer shall have actual knowledge, and which remains uncuredis required to segregate Collections pursuant to the preceding sentence, the Master Servicer shall exercise segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Pool Receivables set aside for the rights Administrative Agent and powers vested in it the other Secured Parties on the second (2nd) Business Day following receipt by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders such Collections or other instruments furnished transfer to it that are specifically required to be furnished the Administrative Agent pursuant to any provision duly executed instruments of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. transfer. (d) The Master Servicer shall have no duty to recomputemay, recalculate or verify in accordance with the accuracy Credit and Collection Policy, extend the maturity of any resolution, certificate, statement, opinion, report, document, order Pool Receivable or other instrument so furnished to adjust the Master Servicer. If Outstanding Balance of any such instrument is found not to conform to the requirements of this Agreement in a material manner, Receivable as the Master Servicer shall take such action as it deems determines to be appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconductmaximize Collections thereof; provided, however, that:that such extension or adjustment shall not alter the status of such Pool Receivable as a Defaulted Receivable, Delinquent Receivable or Charged-Off Receivable or limit the rights of the Administrative Agent or the other Secured Parties under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during the continuation of an Amortization Event, the Requisite Lenders shall have the absolute and unlimited right to direct the Master Servicer to commence or settle any legal action with respect to any Defaulted Receivable, Delinquent Receivable or to foreclose upon or repossess any Related Security to the extent not in contravention of the related Contracts or applicable Law. (e) The Master Servicer shall hold in trust for the Borrower and the Administrative Agent and each other Secured Party all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Pool Receivables and shall, following the occurrence and during the continuance of an Amortization Event, as soon as practicable upon demand of the Requisite Lenders, deliver or make available to the Administrative Agent and the Lenders all such Records, at a place selected by the Requisite Lenders. The Master Servicer shall, in accordance with Section 6.2(b) and subject to the proviso therein, turn over (A) to the Borrower any cash Collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Indebtedness not constituting Pool Receivables. (f) Any payment by an Obligor in respect of any Pool Receivable owed by it to the Originator or the Borrower shall be applied to the applicable invoice within three (3) Business Days after its receipt. (g) If the Requisite Lenders designate a successor Master Servicer pursuant to the terms of this Agreement, the existing Master Servicer shall provide such successor Master Servicer with all relevant information, materials and reports that are necessary for such successor Master Servicer to perform its duties and obligations under this Agreement.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policy and consistent with the past practices of the Originators. The Master Servicer shall set aside, for the accounts of each Purchaser, the amount of Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default relating Termination has occurred and is continuing, the Master Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold for the benefit of the Administrative Agent (individually and after for the curing benefit of each Purchaser), in accordance with their respective interests, all Events of Default that may have occurredrecords and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During if an Event of Default relating to Termination has occurred and is continuing, the Servicer of which a Responsible Officer of Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Master Servicer’s obligations hereunder shall have actual knowledge, and which remains uncuredterminate on the Final Payout Date. Promptly following the Final Payout Date, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform deliver to the requirements of this Agreement. The Master Servicer shall have no duty to recomputeSeller all books, recalculate or verify records and related materials that the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Seller previously provided to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, or that have been obtained by the Master Servicer shall take such action as it deems appropriate to have the instrument correctedServicer, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of in connection with this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolution, certificate, statement, opinion, report, document, order Mortgage Loan serviced by Residential Funding Corporation or other instrument so furnished Washington Mutual Mortgage Securities Corp.) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement) or. The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements, its own negligent failure except that the Master Servicer shall have no obligation to act reconcile any loan-level calculations provided by Residential Funding Corporation or its own misconduct; providedWashington Mutual Mortgage Securities Corp.). To the extent applicable to the obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any Subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Mortgage Loan serviced by [ ]) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement). The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements. To the extent applicable to the obligations of the Master Servicer under this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements provisions of this Agreement. The Master Servicer shall monitor the performance of the obligations of each Servicer under its Servicing Agreement (provided, however, that the Master Servicer shall have no duty to recompute, recalculate monitor compliance by a Servicer of its obligation to remit Non-Mortgagor Prepayment Premium Payment Amounts or verify Prepayment Premiums owed to the accuracy Issuing Entity). (b) The Master Servicer shall not be required to cause any Servicer to take any action or refrain from taking any action if this Agreement or the related Servicing Agreement does not require such Servicer to take such action or refrain from taking such action. The Master Servicer shall have no liability for the acts or omissions of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Servicer in the performance by such Servicer of its obligations under the related Servicing Agreement. (c) If a party does not act as both the Master Servicer. If any such instrument is found Servicer and the Securities Administrator, not later than the Business Day prior to conform to the requirements of this Agreement in a material mannereach Distribution Date, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof forward to the Certificateholders. No provision Securities Administrator a statement setting forth the status of this Agreement shall be construed to relieve any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Distribution Date, indicating that all remittances or payments required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from liability for any account maintained by the Master Servicer. (d) The Master Servicer shall, in accordance with the applicable Servicing Agreement and Section 5.08, in the event a Responsible Officer of the Master Servicer has actual knowledge that that the related Servicer has failed to perform its own negligent actionobligations in accordance therewith, its own negligent failure to act terminate the rights and obligations of such Servicer thereunder and assume the obligation of such Servicer or its own misconduct; provided, however, that:appoint a successor servicer in accordance with the provisions of Section 5.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligations of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time to time to carry out the Master Servicer's obligations hereunder, upon receipt of shall receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer's servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records and, based on such reconciled and corrected information, prepare the statements specified in Sections 4.04 and 4.05 and any other information and statements required hereunder. If any such instrument is found not to conform The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the requirements of this Agreement in a material mannerCollection Account pursuant to the applicable Servicing Agreements. Subject to Section 3.15, the Trustee shall furnish the Master Servicer shall take such action as and the Servicers with any powers of attorney and other documents supplied to it deems reasonably necessary or appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve enable the Master Servicer from liability for its own negligent action, its own negligent failure and Servicers to act or its own misconduct; provided, however, that:service and administer the Mortgage Loans.

Duties of the Master Servicer. The Master Servicer is hereby authorized to act as agent for the Trust (and also on behalf of the Indenture Trustee, the Noteholders and the Insurer) and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Master Servicer under this Agreement, the Indenture and the Series Supplement. The Master Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Master Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as Household Finance Corporation is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. The Master Servicer’s duties shall include, prior without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending monthly billing statements to Obligors, reporting any required tax information to Obligors, monitoring the collateral, accounting for collections and furnishing monthly and annual statements to the occurrence Indenture Trustee, the Noteholders and the Insurer with respect to distributions, monitoring the status of an Event of Default relating Insurance Policies with respect to the Servicer of which a Responsible Officer of Financed Vehicles and performing the other duties specified herein. The Master Servicer shall have actual knowledge also administer and after enforce all rights and responsibilities of the curing holder of all Events the Receivables provided for in the Dealer Agreements (and Household Finance Corporation shall make commercially reasonable efforts to obtain possession of Default that may have occurredthe Dealer Agreements, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of extent it is necessary to do so), the Dealer Assignments, the Master Servicer shall have actual knowledgeReceivables Purchase Agreements, and which remains uncuredthe Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments, the Master Receivables Purchase Agreements, and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreementfollow its customary standards, policies, and use the same degree of care procedures and skill shall have full power and authority, acting alone, to do any and all things in their exercise as a prudent person would exercise connection with such managing, servicing, administration and collection that it may deem necessary or use under the circumstances in the conduct of desirable. In performing such person’s own affairs. Any permissive right of duties, the Master Servicer enumerated or any Subservicer may delegate their duties in this Agreement shall not be construed as a dutyaccordance with Section 9.5 hereof. The Without limiting the generality of the foregoing, the Master ServicerServicer is hereby authorized and empowered by the Trust to execute and deliver, upon receipt on behalf of the Trust, any and all resolutionsinstruments of satisfaction or cancellation, certificatesor of partial or full release or discharge, statementsand all other comparable instruments, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform with respect to the requirements of this AgreementReceivables and with respect to the Financed Vehicles. The Master Servicer is hereby authorized to commence, in it’s own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished automatically assigned such Receivable to the Master Servicer. If Servicer solely for purposes of commencing or participating in any such instrument is found not to conform to the requirements of this Agreement in proceeding as a material mannerparty or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve furnish the Master Servicer from liability for with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem reasonably necessary or appropriate to enable the Master Servicer to carry out its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:servicing and administrative duties under this Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer's obligations hereunder, upon receipt of shall receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer's servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected information, prepare the statements specified in Section 6.04 and any other information and statements required hereunder. If any such instrument is found not to conform The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the requirements Protected Account pursuant to the applicable Servicing Agreements. Notwithstanding the foregoing or any other provision of this Agreement in a material manneror the Servicing Agreement with MLCC to the contrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of EMC under Section 3.15 hereof or of MLCC or to enforce the obligations of EMC under Section 3.15 hereof or of MLCC under its Servicing Agreement with respect to any Additional Collateral or any Surety Bond, and if including, without limitation, the instrument is not corrected to its satisfaction, it will provide notice thereof collection of any amounts owing to the Certificateholders. No provision of this Agreement shall be construed to relieve Trust in respect thereof (unless and until the Master Servicer from liability for its own negligent actionshall have assumed the obligations of MLCC as successor Servicer under such Servicing Agreement pursuant to Section 3.02 hereof, its own negligent failure in which case, as successor Servicer, it shall be bound to act or its own misconduct; provided, however, that:service and administer the Additional Collateral and the Surety Bonds in accordance with the provisions of such Servicing Agreement).

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer (a) For and on behalf of the Master Servicer shall have actual knowledge Issuer, the Indenture Trustee, the Note Insurer, the Noteholders and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredCertificateholder, the Master Servicer shall exercise master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and the provisions of this Agreement. (b) The Master Servicer shall not be required to cause the Servicer to take any action or refrain from taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. The Master Servicer shall not take, or knowingly permit the Servicer to take, any action that is inconsistent with or prejudices the interests of the Issuer, the Indenture Trustee, the Note Insurer, the Noteholders or the Certificateholder in any Mortgage Loan or the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right interests of the Master Servicer enumerated in Depositor, the Issuer, the Indenture Trustee, the Note Insurer and the Noteholders and the Certificateholder under this Agreement shall not be construed as a duty. and the Indenture. (c) The Master Servicer, upon receipt for the benefit of all resolutionsthe Issuer, certificatesthe Indenture Trustee, statementsthe Note Insurer, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreementthe Noteholders and the Certificateholder, shall examine them enforce the obligations of the Servicer hereunder, and shall, in accordance with Sections 5.11 and 6.9, in the event that the Servicer fails to determine whether they conform perform its obligations in accordance herewith, terminate the rights and obligations of the Servicer hereunder. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed for the costs of such enforcement initially (i) from a general recovery resulting from such enforcement only to the requirements extent, if any, that such recovery exceeds all amounts due in respect of this Agreementthe related Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Payment Account. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for the acts or omissions of the Servicer in the performance by such Servicer of its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:obligations.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, and the processing of any FHA or VA claims (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Mortgage Loan serviced by WMMSC) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement) or. The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements, its own negligent failure except that the Master Servicer shall have no obligation to act or its own misconduct; providedreconcile any loan level calculations provided by WMMSC. To the extent applicable to the obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Issuer and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledgeReceivables, and which remains uncured, perform the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use other servicing actions required under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty to recomputebe carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the extent more exacting, the degree of skill and attention that the Master Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others (the "Servicing Standard"). The Master Servicer. If 's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any such instrument is found not required tax information to conform Obligors, monitoring the collateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the requirements Indenture Trustee and the Majority Noteholder with respect to distributions, monitoring the status of this Agreement in a material mannerInsurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. To the extent consistent with the Servicing Standard, the Master Servicer shall take have full power and authority, acting alone, to do any and all things in connection with such action as managing, servicing, administration and collection that it deems appropriate to have may deem necessary or desirable. Without limiting the instrument correctedgenerality of the foregoing, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent actionis hereby authorized and empowered by the Issuer to execute and deliver, its own negligent failure on behalf of the Issuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to act or its own misconductthe Receivables and with respect to the Financed Vehicles; provided, however, thatthat notwithstanding the foregoing, the Master Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor except in accordance with the Servicing Standard. The Master Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Issuer shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Issuer to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee shall furnish the Master Servicer with any limited powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding the above, the Master Servicer has delegated its servicing obligations in this Article IV to the Servicer, subject to the following: (i) the Servicer shall perform the duties assigned to the Servicer in this Agreement in accordance with the Servicing Standard; (ii) so long as the Receivables Seller is the Servicer, the Servicer shall substantially comply with the policies and procedures described on Schedule C, as such policies and procedures may be updated from time to time in the performance of its obligations under this Agreement; to the extent the Servicer's customary standards, policies and procedures are consistent with the Servicing Standard, the Receivables Seller may follow such standards, policies and procedures in performing the duties assigned to the Servicer hereunder; (iii) the Master Servicer shall continue to be responsible for any duties specifically assigned to the Master Servicer in this Agreement; (iv) in the event the Servicer fails to perform its obligations hereunder and is removed or terminated as the Servicer, the Master Servicer shall, upon not less than 30 days written notice from the Majority Noteholder, be responsible for the Servicer's duties in this Agreement as if it were the Servicer, except as expressly set forth in Annex B hereto, provided that the Master Servicer shall not be liable for the Servicer's breach of its obligations; (v) within 45 days of the Closing Date, the Master Servicer shall have conducted an on-site inspection of the Servicer's operations in connection with this Agreement, and shall conduct additional on-site inspections not less frequently than every 6 months thereafter. Within 10 days of each such inspection, the Master Servicer shall deliver a certificate (in a form to be agreed upon in good faith between the Master Servicer and the Majority Noteholder) (the "Master Servicer Certificate") certifying that the Master Servicer has conducted an inspection consistent with this Section 4.1. During each such inspection, the Master Servicer shall perform certain review procedures to be agreed upon in good faith by the Master Servicer, the Majority Noteholder and, prior to an Event of Default, the Servicer, including, without limitation, such review procedures as the Master Servicer may require in order to be put in a position to assume the servicing responsibilities of the Servicer if required hereunder; and (vi) within 45 days of the Closing Date, the Master Servicer shall complete all data-mapping, and, upon the receipt of Monthly Tapes pursuant to Section 4.13: (A) electronically compile the Monthly Tape data in the Master Servicer's "off-line" computer, and (B) update or amend the data-mapping pursuant to any updated or amended fields in the Monthly Tapes.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Trust (and also on behalf of the Indenture Trustee and the Noteholders) and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to Receivables, and perform the Servicer of which a Responsible Officer of other actions required by the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty be carried out in accordance with customary and usual procedures of institutions which service motor vehicles retail installment sales contracts and, to recomputethe extent more exacting, recalculate the degree of skill and attention that the Master Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or verify the accuracy of any resolutionothers. In performing such duties, certificate, statement, opinion, report, document, order or other instrument so furnished to long as Household Finance Corporation is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. If The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment statements to Obligors, reporting any such instrument is found not required tax information to conform Obligors, accounting for collections and furnishing monthly and annual statements to the requirements Indenture Trustee with respect to distributions, monitoring the status of this Agreement Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Master Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in a material mannerthe Dealer Agreements (and Household Finance Corporation shall make efforts to obtain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servicer shall take such action as it deems appropriate to have the instrument correctedfollow its customary standards, policies, and if procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the instrument is not corrected to its satisfactiongenerality of the foregoing, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles. The Master Servicer is hereby authorized to commence, in it's own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own negligent actionname, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Master Servicer with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem reasonably necessary or appropriate to enable the Master Servicer to carry out its own negligent failure to act or its own misconduct; provided, however, that:servicing and administrative duties under this Agreement.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such actions as it deems necessary or advisable to collect amounts due related to each Pledged Receivable from time to time, prior all in accordance with applicable laws, rules and regulations, reasonable care and diligence, the Credit and Collection Policy, and customary and usual procedures employed by institutions servicing loans secured by mortgages on timeshare estates. Such actions shall include, without limitation, the following: (i) performing standard accounting services and general record keeping services with respect to each Pledged Receivable, (ii) responding to any telephone and written inquiries of Purchasers concerning their respective Contracts and Receivables, (iii) keeping Purchasers and SPV informed of the proper place and method of making payments with respect to Collateral, in accordance with Section 5.3(c), (iv) contacting Purchasers to effect collection and to discourage delinquencies in the payment of amounts due with respect to the occurrence Collateral, including mailing of an Event of Default relating past due notices, preparing and mailing collection letters, contacting delinquent Purchasers by telephone to encourage payment, mailing reminder notices to delinquent Purchasers, initiating and pursuing, with notice to the Administrative Agent and consistent with customary and usual procedures employed by institutions servicing loans secured by mortgages on timeshare estates, termination or foreclosure actions, (v) reporting tax information to Purchasers as required by law. (b) The Master Servicer will at all times apply the same standards and follow the same procedures with respect to the decision to commence, and in prosecuting and litigating with respect to the Collateral as it applies and follows with respect to accounts receivable, chattel paper, and general intangibles which are not Collateral. In no event shall the Subservicer be entitled to make the Administrative Agent, TFC, any Investor or any Secured Party a party to any litigation without TFC's express prior written consent. (c) The Master Servicer will, or will cause the Subservicer to, notify all Purchasers to make payments with respect to the Collateral solely to the Lock-Box Accounts (or a corresponding post office box). In the event the Master Servicer or the Subservicer receives any Collections or other proceeds of which a Responsible Officer the Collateral, it shall remit the same to the Collection Account. The Master Servicer or the Subservicer shall hold in trust for the Administrative Agent on behalf of the Secured Parties in accordance with their respective interests, all records not in the possession of the Custodian pursuant to the terms of the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Master Servicer shall have the absolute and unlimited right to (or to direct the Subservicer to) commence or settle any legal action to enforce collection of any Collateral hereunder or to foreclose upon or repossess any Collateral and the Master Servicer may demand, and the Custodian shall immediately deliver upon such demand, all of the Contract Files, records (other than electronic systems) and other documents in its possession with respect to the Collateral. (d) The Master Servicer and the Subservicer shall, as soon as practicable following actual knowledge and after receipt thereof, deliver to TFC or the curing Person entitled thereto the collections of any Receivable that is the subject of enforcement actions for which it was authorized by TFC to perform, net of all Events of Default that may have occurred, undertakes to perform such duties reasonable and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer appropriate out-of-pocket costs and expenses of the Master Servicer or Subservicer incurred in collecting and enforcing such receivables. SPV shall as soon as practicable upon demand deliver to the Master Servicer all records in the possession of SPV or Developer relating to receivables of the Master Servicer. The Master Servicer's authorization and obligations under this Loan Agreement shall terminate on the Business Day immediately after the payment in full of the Obligations and Parallel Claims. After such termination, the Master Servicer and the Subservicer on the date of such termination shall promptly deliver to SPV all books, copies of records and related materials that SPV or Developer previously provided to the Master Servicer or the Subservicer, or that otherwise have actual knowledgebeen obtained by the Master Servicer or the Subservicer, in connection with this Loan Agreement. (e) The Subservicer shall not amend, modify or waive any term or condition of any Contract Document other than with respect to a Permitted Modification. (f) The Master Servicer and the Subservicer shall maintain copies of all computer data tapes reflecting the payment history of each Receivable which remains uncureddata tapes shall be updated on at least a monthly basis. (g) Notwithstanding anything herein to the contrary, the Master Servicer shall exercise not be liable to any party to the Loan Documents, or any Person claiming through any such of the rights and powers vested in it by this Agreementparty, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right for (i) any breach of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Servicer's obligations hereunder arising from any action or inaction of the Subservicer, or (ii) any other breach of such obligations, or any other action or inaction by the Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to absent the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act 's gross negligence or its own willful misconduct; provided, however, that:.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement) or. The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements. To the extent applicable to the obligations of the Master Servicer under this agreement, its own negligent failure to act or its own misconduct; providedthe Master Servicer shall at all times comply with the Housing Act, howeverFHA Regulations, that:the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to Receivables, and perform the Servicer of which a Responsible Officer of other actions required by the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty be carried out in accordance with customary and usual procedures of institutions which service comparable motor vehicle retail installment sales contracts and, to recomputethe extent more exacting, recalculate the degree of skill and attention that the Master Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or verify the accuracy of any resolutionothers. In performing such duties, certificate, statement, opinion, report, document, order or other instrument so furnished to long as Advanta is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. If The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any such instrument is found not required tax information to conform Obligors, monitoring the collateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the requirements Trust Collateral Agent, the Trustee and the Insurer with respect to distributions, monitoring the status of this Agreement Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Master Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in a material mannerthe Dealer Agreements (and Advanta shall make efforts to obtain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Unaffiliated Originator Receivables Purchase Agreements and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments, Unaffiliated Originator Receivables Purchase Agreements and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servicer shall take such action as it deems appropriate to have the instrument correctedfollow its customary standards, policies, and if procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the instrument is not corrected to its satisfactiongenerality of the foregoing, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent actionis hereby authorized and empowered by the Trust to execute and deliver, its own negligent failure on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to act or its own misconductthe Receivables and with respect to the Financed Vehicles; provided, however, that:that notwithstanding the foregoing and subject to Section 4.3 hereof, the Master Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor. The Master Servicer is hereby authorized to commence, in it's own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Master Servicer with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policy and consistent with the past practices of any Originator. The Master Servicer shall set aside, for the account of the Purchaser, the amount of Collections to which the Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of any Originator, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default relating Termination has occurred and is continuing, the Master Servicer may take such action only upon the prior written consent of the Purchaser. The Seller shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold for the benefit of the Purchaser, all records and after documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the curing of all Events of Default that may have occurredcontrary contained herein, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During if an Event of Default relating to Termination has occurred and is continuing, the Servicer of which a Responsible Officer of Purchaser may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Master Servicer’s obligations hereunder shall have actual knowledge, and which remains uncuredterminate on the Final Payout Date. Promptly following the Final Payout Date, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform deliver to the requirements of this Agreement. The Master Servicer shall have no duty to recomputeSeller all books, recalculate or verify records and related materials that the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Seller previously provided to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, or that have been obtained by the Master Servicer shall take such action as it deems appropriate to have the instrument correctedServicer, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of in connection with this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except in the case of any resolutionMortgage Loan serviced by Citibank, certificate, statement, opinion, report, document, order or other instrument so furnished N.A.) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Bi-Weekly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement) or. The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements except that the Master Servicer shall have no obligation to reconcile any loan-level calculations provided by Citibank, its own negligent failure N.A. To the extent applicable to act or its own misconduct; providedthe obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreement and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer's obligations hereunder, upon receipt of shall receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer's servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected information, prepare the statements specified in Section 6.04 and any other information and statements required hereunder. If any such instrument is found not to conform The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the requirements Protected Account pursuant to the applicable Servicing Agreements. Subject to Section 3.05, the Trustee shall furnish the Master Servicer and the Servicers with any powers of attorney and other documents supplied to it reasonably necessary or appropriate to enable the Master Servicer to master service and the Servicers to service and administer the Mortgage Loans. Notwithstanding anything in this Agreement in a material mannerto the contrary, the Master Servicer shall take such action as it deems appropriate have no responsibility to have supervise, monitor or oversee (or be liable in any way) for the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof obligations of any Servicer with respect to the Certificateholders. No provision servicing and administration of this Agreement shall be construed to relieve any Additional Collateral, including, without limitation, the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:liquidation of any such Additional Collateral in connection with a default under the related Mortgage Loan.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if Termination Event or an Unmatured Termination Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the rights and powers vested in it by this Agreementoriginal due date related to such Pool Receivable, and use (ii) such action shall not alter the same degree status of care and skill in their exercise such Pool Receivable as a prudent person would exercise Delinquent Receivable or use a Defaulted Receivable or limit the rights of any Secured Party under the circumstances in the conduct this Agreement or any other Transaction Document and (iii) if an Event of such person’s own affairs. Any permissive right of Termination has occurred and is continuing, the Master Servicer enumerated may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Master Servicer and the Master Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser), in this Agreement accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. Notwithstanding the foregoing, if an Event of Termination has occurred and is continuing and Moog or an Affiliate thereof is serving as the Master Servicer, Moog or such Affiliate shall not cause any Pool Receivable to be construed converted to, 744072627 21691544 87 or to otherwise become, an Unbilled Receivable (including, without limitation, by issuing a credit memo in respect of such Pool Receivable and thereafter re-billing such Receivable as contemplated by the definition of “Dilution Excluded Receivable”). (b) The Master Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller the collections of any indebtedness owed to Seller that is not a dutyPool Receivable, less, if Moog or an Affiliate thereof is not the Master Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Master Servicer of servicing, collecting and administering such collections. The Master Servicer, if other than Moog or an Affiliate thereof, shall, as soon as practicable upon receipt of demand, deliver to the Seller all resolutions, certificates, statements, opinions, reports, documents, orders records in its possession that evidence or other instruments furnished to it that are specifically required to be furnished pursuant relate to any provision indebtedness that is not a Pool Receivable, and copies of this Agreement, shall examine them records in its possession that evidence or relate to determine whether they conform to the requirements of this Agreement. any indebtedness that is a Pool Receivable. (c) The Master Servicer Servicer’s obligations hereunder shall have no duty to recompute, recalculate or verify terminate on the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Final Payout Date. Promptly following the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material mannerFinal Payout Date, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof deliver to the Certificateholders. No provision of this Agreement shall be construed Seller all books, records and related materials that the Seller previously provided to relieve the Master Servicer from liability for its own negligent actionServicer, its own negligent failure to act or its own misconduct; providedthat have been obtained by the Master Servicer, however, that:in connection with this Agreement.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policy and consistent with the past practices of the Originators. The Master Servicer shall set aside, for the accounts of each Purchaser, the amount of Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Facility Document and (iii) if an Event of Default relating Termination has occurred and is continuing, the Master Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold for the benefit of the Administrative Agent (individually and after for the curing benefit of each Purchaser), in accordance with their respective interests, all Events of Default that may have occurredrecords and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During if an Event of Default relating to Termination has occurred and is continuing, the Servicer of which a Responsible Officer of Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Master Servicer’s obligations hereunder shall have actual knowledge, and which remains uncuredterminate on the Final Payout Date. Promptly following the Final Payout Date, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform deliver to the requirements of this Agreement. The Master Servicer shall have no duty to recomputeSeller all books, recalculate or verify records and related materials that the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Seller previously provided to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, or that have been obtained by the Master Servicer shall take such action as it deems appropriate to have the instrument correctedServicer, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of in connection with this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Agreement.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer (and from and after the Dominion Date, the Administrative Agent) shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if an Amortization Event or a Potential Amortization Event has occurred and is continuing at such time, $0.00, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the rights and powers vested in it by this Agreementoriginal due date related to such Pool Receivable, and use (ii) such action shall not alter the same degree status of care and skill in their exercise such Pool Receivable as a prudent person would exercise Delinquent Receivable or use a Defaulted Receivable or limit the rights of any Secured Party under the circumstances in the conduct of such person’s own affairs. Any permissive right of this Agreement or any other Transaction Document and (iii) if an Amortization Event has occurred and is continuing, the Master Servicer enumerated may take such action only upon the prior written consent of the Administrative Agent. Seller shall deliver to the Master Servicer, and the Master Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser), in this Agreement shall accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Amortization Event has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Master Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to Seller the collections of any indebtedness owed to Seller that is not be construed as a dutyPool Receivable, less, if ENS or an Affiliate thereof is not the Master Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Master Servicer of servicing, collecting and administering such collections. The Master Servicer, if other than ENS or an Affiliate thereof, shall, as soon as practicable upon receipt of demand, deliver to Seller all resolutions, certificates, statements, opinions, reports, documents, orders records in its possession that evidence or other instruments furnished to it that are specifically required to be furnished pursuant relate to any provision indebtedness that is not a Pool Receivable, and copies of this Agreement, shall examine them records in its possession that evidence or relate to determine whether they conform to the requirements of this Agreement. any indebtedness that is a Pool Receivable. (c) The Master Servicer Servicer’s obligations hereunder shall have no duty to recompute, recalculate or verify terminate on the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Final Payout Date. Promptly following the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material mannerFinal Payout Date, the Master Servicer shall take such action as it deems appropriate deliver to have the instrument correctedSeller all books, records and if the instrument is not corrected to its satisfaction, it will provide notice thereof related materials that Seller previously provided to the Certificateholders. No provision of this Agreement shall be construed to relieve Master Servicer, or that have been obtained by the Master Servicer from liability for its own negligent actionServicer, its own negligent failure to act or its own misconduct; provided, however, that:in connection with this Agreement.

Duties of the Master Servicer. (a) The Master Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect all payments due under each Receivable and the related Contract from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Master Servicer's duties will include, without limitation, collection and posting of all payments, responding to inquiries of Obligors regarding the Receivables and related Contracts, investigating delinquencies and remitting payments to the Agent in a timely manner. Each of the Pledgors, the Company, the Agent and the Bank Investors hereby appoints as its agent the Master Servicer, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent 82 88 permitted by applicable law, each of the Pledgors and the Seller hereby grants to any Master Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the Pledgors' and/or the Seller's name and on behalf of the Pledgors or the Seller necessary or desirable, in the reasonable determination of the Master Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Pledgors' and/or the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Master Servicer shall set aside for the account of the Pledgors and the Agent their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Master Servicer shall segregate and deposit to the Agent's account the Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing, the Master Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable, as applicable. The Master Servicer may not otherwise waive, modify or otherwise vary any provision of a Contract except as consistent with the Credit and Collection Policy. The Master Servicer may not permit a Receivable to be terminated prior to the occurrence of an Event of Default relating scheduled termination date thereof unless such termination results in a payment at least equal to the Required Payoff Amount being deposited into the Collection Account with respect to the related Payment Date. The Pledgors shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold in trust for the Pledgors and after the curing Agent, on behalf of the Company and the Bank Investors, in accordance with their respective interests, all Events Records which evidence or relate to Receivables or Related Security. The Master Servicer shall not make the Agent, the Company or any of Default that may have occurred, undertakes the Bank Investors a party to perform any litigation without the prior written consent of such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of Person. (b) If the Master Servicer shall commences a legal proceeding to enforce a Defaulted Receivable or commences or participates in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Contract, the Agent will be deemed to have actual knowledgeautomatically assigned its security interest in the related Contract to the Master Servicer for purposes of commencing or participating in any such 83 89 proceeding as a party or claimant, and which remains uncuredthe Master Servicer is authorized and empowered by the Agent, the Company and the Bank Investors, to execute and deliver, on behalf of itself and the Agent for the benefit of the Company and Bank Investors, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. If in any enforcement suit or legal proceeding it is held that the Master Servicer may not enforce a Contract on the ground that it is not a real party in interest entitled to enforce the Contract, then the Agent will, at the Master Servicer's expense and direction, take steps on behalf of the Agent as agent for the Company and the Bank Investors to enforce the Contract, including bringing suit in the name of the Agent for the benefit of the Company and the Bank Investors. Upon termination of a Contract as a result of a default by the Obligor thereunder, the Master Servicer will use best efforts to repossess or otherwise comparably covert the ownership of and to re-lease or otherwise dispose of any related Equipment. Without limiting the generality of the foregoing, the Master Servicer may dispose of any such Equipment by purchasing such Equipment or by selling such Equipment at a public or private sale to any of its Affiliates for a purchase price equal to the fair market value thereof. (c) The Master Servicer shall take and retain custody of the Contracts and other Records in accordance with the terms and conditions of this Agreement, all for the benefit of the Company and the Bank Investors and subject to the lien thereon in favor of the Agent, as agent for the Company and the Bank Investors. Within five Business Days of its receipt of any Records, the Master Servicer shall exercise review the related Contract to verify that such Contract has been executed and has no mutilated pages and to confirm (in reliance on the related contract number and Obligor name) that such Contract is referenced on the related list of Receivables. In order to facilitate the rights and powers vested in it foregoing review by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt in connection with each delivery of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Records hereunder to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have maintain an electronic file, in EXCEL or a comparable format, that contains the instrument corrected, and if related list of Receivables or which otherwise contains the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Contract number

Duties of the Master Servicer. (a) The Master Servicer shall master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and the provisions of this Agreement. The Master Servicer shall monitor the performance of the obligations of the Servicer hereunder. (b) The Master Servicer shall not be required to cause the Servicer to take any action or refrain from taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. The Master Servicer shall not take, or knowingly permit the Servicer to take, any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Trustee in any Mortgage Loan or the rights and interests of the Issuing Entity or the Trustee under this Agreement. The Master Servicer shall have no liability for the acts or omissions of the Servicer in the performance by such Servicer of its obligations. (c) If a party does not act as both the Master Servicer and the Securities Administrator, not later than the Business Day prior to each Distribution Date, the Master Servicer shall forward to the Securities Administrator a statement setting forth the status of any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Distribution Date, indicating that all remittances or payments required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from any account maintained by the Master Servicer. (d) The Master Servicer shall, in accordance with Sections 6.5 and 7.8, in the event that the Servicer fails to perform its obligations in accordance herewith, terminate the rights and obligations of the Servicer hereunder. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed for the costs of such enforcement initially (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Distribution Account. (e) If the Servicer fails to remit a Monthly Advance, the Master Servicer, in its capacity as successor servicer, shall itself make such Advance. If the Master Servicer determines that a Monthly Advance is required, it shall, on the Business Day immediately prior to the occurrence of related Distribution Date, deposit in the Custodial Account immediately available funds in an Event of Default relating amount equal to such Monthly Advance. The Master Servicer shall be entitled to be reimbursed from the Distribution Account in accordance with Section 10.1 for all Monthly Advances made by it from late collections related to such Mortgage Loan or from other funds as provided in Section 10.1. Notwithstanding anything to the contrary herein, in the event the Master Servicer of which determines in its reasonable judgment that a Monthly Advance is a Non-recoverable Advance, the Master Servicer shall be under no obligation to make such Monthly Advance. In the event that the Master Servicer determines that any such Monthly Advances are Non-recoverable Advances, the Master Servicer shall provide the Trustee with a certificate signed by a Responsible Officer of the Master Servicer shall have actual knowledge evidencing such determination and after setting forth the curing of all Events of Default that may have occurred, basis for such determination. (f) The Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements provisions of this Agreement. The Master Servicer shall monitor the performance of the obligations of each Servicer under its Servicing Agreement (provided, however, that the Master Servicer shall have no duty to recomputemonitor compliance by a Servicer of its obligation to remit Non-Mortgagor Prepayment Premium Payment Amounts or Prepayment Premiums owed to the Issuing Entity). The Master Servicer will not knowingly permit any modification with respect to any Mortgage Loan, recalculate unless such Mortgage Loan is in default or verify default is reasonably foreseeable, that would (i) change the accuracy Mortgage Rate, defer or forgive the payment thereof of any resolutionprincipal or interest payments, certificate, statement, opinion, report, document, order reduce the Stated Principal Balance (except for actual payments of principal) or other instrument so furnished extend the final maturity date with respect to the Master Servicersuch Mortgage Loan or (ii) result in an Adverse REMIC Event. If any such instrument is found not to conform to the requirements of this Agreement in a material mannerFurther, the Master Servicer shall not knowingly permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury regulations and (y) result in an Adverse REMIC Event. (b) The Master Servicer shall not be required to cause any Servicer to take any action or refrain from taking any action if this Agreement or the related Servicing Agreement does not require such Servicer to take such action or refrain from taking such action. The Master Servicer shall have no liability for the acts or omissions of any Servicer in the performance by such Servicer of its obligations under the related Servicing Agreement. (c) If a party does not act as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve both the Master Servicer and the Securities Administrator, not later than the Business Day prior to each Distribution Date, the Master Servicer shall forward to the Securities Administrator a statement setting forth the status of any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Distribution Date, indicating that all remittances or payments required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from liability for any account maintained by the Master Servicer. (d) The Master Servicer shall, in accordance with the applicable Servicing Agreement and Section 5.08, in the event a Responsible Officer of the Master Servicer has actual knowledge that that the related Servicer has failed to perform its own negligent actionobligations in accordance therewith, its own negligent failure to act or its own misconduct; provided, however, that:terminate the rights and

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policy and consistent with the past practices of the Originators. The Master Servicer shall set aside, for the accounts of each Purchaser, the amount of Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Credit and Collection Policy, take such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer may reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event of Default relating Termination has occurred and is continuing, the Master Servicer may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold for the benefit of the Administrative Agent (individually and after for the curing benefit of each Purchaser), in accordance with their respective interests, all Events of Default that may have occurredrecords and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During if an Event of Default relating to Termination has occurred and is continuing, the Servicer of which a Responsible Officer of Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any Related Security with respect to any such Defaulted Receivable. (b) The Master Servicer’s obligations hereunder shall have actual knowledge, and which remains uncuredterminate on the Final Payout Date. Promptly following the Final Payout Date, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform deliver to the requirements of this Agreement. The Master Servicer shall have no duty to recomputeSeller all books, recalculate or verify records and related materials that the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Seller previously provided to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, or that have been obtained by the Master Servicer shall take such action as it deems appropriate to have the instrument correctedServicer, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of in connection with this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Agreement.

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge supervise, monitor and after oversee the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer obligation of the Master Servicer Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements, except the activities of the Servicers with respect to Mortgage Loans that are in default, including collection activity, modification of Mortgage Loans, foreclosure, and disposition of REO Property, the processing of any FHA or VA claims and the activities of any subservicers (“Excluded Servicing Obligations”), and shall have actual knowledge, full power and authority to do any and all things which remains uncuredit may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall exercise such of the rights and powers vested act in it by this Agreementa manner consistent with Accepted Master Servicing Practices. Furthermore, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed oversee and consult with each Servicer as a duty. The necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, upon receipt of shall, from time to time, receive, review and evaluate all resolutions, certificates, statements, opinions, reports, documentsinformation and other data provided to the Master Servicer by each Servicer and shall otherwise exercise its reasonable best efforts to cause each Servicer to perform and observe the covenants, orders or other instruments furnished to it that are specifically required obligations and conditions to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to performed or observed by such Servicer under the requirements of this applicable Servicing Agreement. The Master Servicer shall have no duty independently and separately monitor each Servicer’s servicing activities with respect to recomputeeach related Mortgage Loan, recalculate or verify reconcile the accuracy results of such monitoring with such information provided in the previous sentence on a monthly basis (except, if applicable, in the case of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished Mortgage Loan serviced by Washington Mutual Mortgage Securities Corp.) and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the report specified in Section 4.27 and any other information, statements and reports required hereunder. If Notwithstanding anything in this Agreement or any such instrument is found not to conform Servicing Agreement to the requirements of this Agreement in a material mannercontrary, the Master Servicer shall take such action as it deems appropriate have no duty or obligation to have supervise, monitor or oversee the instrument correctedactivities of any Servicer or to enforce the obligations of any Servicer under its Servicing Agreement with respect to (i) calculation of payments due under any Simple Interest Mortgage Loans or any Non-Monthly Mortgage Loans, and if (ii) the instrument is not corrected to its satisfaction, it will provide notice thereof collection of amounts with respect to the Certificateholders. No provision Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I-B hereto representing principal and/or interest due and owing on any such Mortgage Loan prior to the Cut-off Date or (iii) any Additional Collateral or any limited purpose surety bond relating thereto, including, without limitation, the collection of this Agreement shall be construed any amounts owing to relieve the Trust Fund in respect thereof (unless and until the Master Servicer from liability for shall have assumed the obligations of such Servicer as successor servicer under the related Servicing Agreement, in which case, as successor servicer, it shall be bound to serve and administer the Additional Collateral and any related limited purpose surety bond in accordance with the provisions of such Servicing Agreement). The Master Servicer shall reconcile the results of its own negligent actionMortgage Loan monitoring with the actual remittances of the Servicers to the Collection Account pursuant to the applicable Servicing Agreements, its own negligent failure except, if applicable, that the Master Servicer shall have no obligation to act or its own misconduct; providedreconcile any loan-level calculations provided by Washington Mutual Mortgage Securities Corp.). To the extent applicable to the obligations of the Master Servicer under this agreement, howeverthe Master Servicer shall at all times comply with the Housing Act, that:FHA Regulations, the Readjustment Act, VA Regulations, and any administrative guidelines issued thereunder.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Trust (and also on behalf of the Trustee and the Noteholders) and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to Receivables, and perform the Servicer of which a Responsible Officer of other actions required by the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty be carried out in accordance with customary and usual procedures of institutions which service motor vehicles retail installment sales contracts and, to recomputethe extent more exacting, recalculate the degree of skill and attention that the Master Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or verify the accuracy of any resolutionothers. In performing such duties, certificate, statement, opinion, report, document, order or other instrument so furnished to long as Household is the Master Servicer, it shall comply with the standard and customary procedures for servicing all of its comparable motor vehicle receivables. If The Master Servicer's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment statements to Obligors, reporting any such instrument is found not required tax information to conform Obligors, accounting for collections and furnishing monthly and annual statements to the requirements Trustee with respect to distributions, monitoring the status of this Agreement Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Master Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in a material mannerthe Dealer Agreements (and Household shall make efforts to obtain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Master Servier shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; PROVIDED, HOWEVER, that notwithstanding the foregoing and subject to Section 4.3 hereof, the Master Servicer shall take such action as it deems appropriate not, except pursuant to have an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the instrument correctedright to collect the unpaid balance of any Receivable from the Obligor. The Master Servicer is hereby authorized to commence, and if in its own name or in the instrument is not corrected name of the Trust, a legal proceeding to its satisfactionenforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, it will provide notice thereof without limitation, a bankruptcy proceeding) relating to the Certificateholdersor involving a Receivable, an Obligor or a Financed Vehicle. No provision of this Agreement shall be construed to relieve If the Master Servicer from liability for commences or participates in such a legal proceeding in its own negligent actionname, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Trust to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trustee and the Owner Trustee shall furnish the Master Servicer with any powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem reasonably necessary or appropriate to enable the Master Servicer to carry out its own negligent failure to act or its own misconduct; provided, however, that:servicing and administrative duties under this Agreement.

Duties of the Master Servicer. (a) The Master Servicer shall master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and the provisions of this Agreement. The Master Servicer shall monitor the performance of the obligations of the Servicer hereunder. (b) The Master Servicer shall not be required to cause the Servicer to take any action or refrain from taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. The Master Servicer shall not take, or knowingly permit the Servicer to take, any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Indenture Trustee in any Mortgage Loan or the rights and interests of the Issuing Entity or the Indenture Trustee under this Agreement and the Indenture. The Master Servicer shall have no liability for the acts or omissions of the Servicer in the performance by such Servicer of its obligations. (c) If a party does not act as both the Master Servicer and the Securities Administrator, not later than the Business Day prior to each Payment Date, the Master Servicer shall forward to the Securities Administrator a statement setting forth the status of any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Payment Date, indicating that all remittances or payments required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from any account maintained by the Master Servicer. (d) The Master Servicer shall, in accordance with Sections 6.5 and 8.8, in the event that the Servicer fails to perform its obligations in accordance herewith, terminate the rights and obligations of the Servicer hereunder. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed for the costs of such enforcement initially (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Payment Account. (e) If the Servicer fails to remit a Monthly Advance, the Master Servicer, in its capacity as successor servicer, shall itself make such Advance. If the Master Servicer determines that a Monthly Advance is required, it shall, on the Business Day immediately prior to the occurrence of related Payment Date, deposit in the Custodial Account immediately available funds in an Event of Default relating amount equal to such Monthly Advance. The Master Servicer shall be entitled to be reimbursed from the Payment Account in accordance with Section 10.1 for all Monthly Advances made by it from late collections related to such Mortgage Loan or from other funds as provided in Section 10.1. Notwithstanding anything to the contrary herein, in the event the Master Servicer of which determines in its reasonable judgment that a Monthly Advance is a Non-recoverable Advance, the Master Servicer shall be under no obligation to make such Monthly Advance. In the event that the Master Servicer determines that any such Monthly Advances are Non-recoverable Advances, the Master Servicer shall provide the Indenture Trustee with a certificate signed by a Responsible Officer of the Master Servicer shall have actual knowledge evidencing such determination and after setting forth the curing of all Events of Default that may have occurred, basis for such determination. (f) The Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:.

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if Termination Event or an Unmatured Termination Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the rights and powers vested in it by this Agreementoriginal due date related to such Pool Receivable, and use (ii) such action shall not alter the same degree status of care and skill in their exercise such Pool Receivable as a prudent person would exercise Delinquent Receivable or use a Defaulted Receivable or limit the rights of any Secured Party under the circumstances in the conduct this Agreement or any other Transaction Document and (iii) if an Event of such person’s own affairs. Any permissive right of Termination has occurred and is continuing, the Master Servicer enumerated may take such action only upon the prior written consent of the Administrative Agent. The Seller shall deliver to the Master Servicer and the Master Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser), in this Agreement accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Event of Termination has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. Notwithstanding the foregoing, if an Event of Termination has occurred and is continuing and Moog or an Affiliate thereof is serving as the Master Servicer, Moog or such Affiliate shall not cause any Pool Receivable to be construed converted to, or to otherwise become, an Unbilled Receivable (including, without limitation, by issuing a credit memo in respect of such Pool Receivable and thereafter re-billing such Receivable as contemplated by the definition of “Dilution Excluded Receivable”). (b) The Master Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Seller the collections of any indebtedness owed to Seller that is not a dutyPool Receivable, less, if Moog or an Affiliate thereof is not the Master Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Master Servicer of servicing, collecting and administering such collections. The Master Servicer, if other than Moog or an Affiliate thereof, shall, as soon as practicable upon receipt of demand, deliver to the Seller all resolutions, certificates, statements, opinions, reports, documents, orders records in its possession that evidence or other instruments furnished to it that are specifically required to be furnished pursuant relate to any provision indebtedness that is not a Pool Receivable, and copies of this Agreement, shall examine them records in its possession that evidence or relate to determine whether they conform to the requirements of this Agreement. any indebtedness that is a Pool Receivable. (c) The Master Servicer Servicer’s obligations hereunder shall have no duty to recompute, recalculate or verify terminate on the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Final Payout Date. Promptly following the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material mannerFinal Payout Date, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof deliver to the Certificateholders. No provision of this Agreement shall be construed Seller all books, records and related materials that the Seller previously provided to relieve the Master Servicer from liability for its own negligent actionServicer, its own negligent failure to act or its own misconduct; providedthat have been obtained by the Master Servicer, however, that:in connection with this Agreement. 758444419 21691544 80

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer (a) For and on behalf of the Master Servicer shall have actual knowledge Issuer, the Indenture Trustee and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredSecurityholders, the Master Servicer shall exercise such master service the Mortgage Loans in accordance with the provisions of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Article VI. (b) The Master Servicer enumerated in this Agreement shall not be construed as a duty. required to (i) take any action with respect to the servicing of any Mortgage Loan that the Servicer is not required to take under this Agreement and (ii) cause the Servicer to take any action or refrain from taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. (c) The Master Servicer, upon receipt for the benefit of all resolutionsthe Issuer, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreementthe Indenture Trustee and the Securityholders, shall examine them enforce the obligations of the Servicer hereunder, and shall, in the event that the Servicer fails to determine whether they conform perform its obligations in accordance herewith, terminate the rights and obligations of the Servicer hereunder and either act as servicer of the related Mortgage Loans or cause other parties hereto to either assume the requirements obligations of the Servicer under this AgreementAgreement (or agree to execute and deliver a successor servicing or sub-servicing agreement with a successor servicer). Such enforcement, including, without limitation, the legal prosecution of claims, termination of servicing or sub-servicing rights and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall have no duty pay the costs of such enforcement at its own expense, and shall be reimbursed therefor initially (i) from a general recovery resulting from such enforcement only to recomputethe extent, recalculate if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (ii) from a specific recovery of costs, expenses or verify attorneys’ fees against the accuracy party against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Collection Account. (d) Neither the Depositor nor the Indenture Trustee shall consent to the assignment by any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Servicer of such Servicer’s rights and obligations under this Agreement without the prior written consent of the Master Servicer. If any such instrument is found , which consent shall not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:unreasonably withheld.

Duties of the Master Servicer. Subservicers. (a) The Master Servicer, prior acting alone and/or through one or more Subservicers as provided in this Section, shall, as agent for the Agent and the Purchasers, manage, service, administer and make collections on or in respect of the Receivables. The Master Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service unsecured timeshare receivables and timeshare receivables secured by mortgages and, to the occurrence extent more exacting, the procedures used by the Master Servicer in respect of an Event of Default relating to the Servicer of which a Responsible Officer foregoing timeshare receivables serviced by it for its own account. The duties of the Master Servicer shall have actual include collection and posting of all payments, responding to inquiries of obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to obligors, accounting for collections and furnishing monthly statements to the Agent and the Purchasers substantially in the form of Exhibit E hereto, which statements shall be delivered no later than the Settlement Date in each month. Each monthly statement shall be accompanied by a current certificate from each Subservicer (and from the Master Servicer with respect to any portion of the Receivables Pool serviced by the Master Servicer itself) stating that to the best of the knowledge and after the curing information of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer Subservicer (or of the Master Servicer shall have actual knowledgeServicer, if applicable) after examination of relevant books and which remains uncuredrecords, the Master Servicer shall exercise such Seller has not sold except to the Agent, or granted a security interest in, any Receivable comprised in that portion of the rights and powers vested in it Receivables Pool serviced by this Agreement, and use such Subservicer (or by the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreementif applicable). The Master Servicer shall have no duty to recomputehave, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished subject to the Master Servicer. If any such instrument is found not to conform terms of this Agreement, full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement Agreement, to do any and all things in a material mannerconnection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to the other provisions of this Agreement, the Master Servicer shall take such action as it deems appropriate is authorized and empowered by the Agent, acting on behalf of the Purchasers, to have execute and deliver, on behalf of itself, the instrument correctedAgent, the Purchasers or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and if the instrument is not corrected to its satisfactionall comparable instruments, it will provide notice thereof with respect to the CertificateholdersReceivables and, in the case of Mortgage Loan Receivables, the related Mortgaged Properties. No provision of this Agreement The Agent shall be construed to relieve furnish the Master Servicer from liability with all powers of attorney or other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (b) The Master Servicer may enter into Subservicing Agreements with one or more Subservicers approved by the Agent for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:the servicing and administration of certain of the

Duties of the Master Servicer. (a) The Master ServicerServicer shall take or cause to be taken all such action as may be necessary or reasonably advisable to service, prior administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the occurrence Credit and Collection Policies. The Master Servicer (and from and after the Dominion Date, the Administrative Agent) shall set aside, for the accounts of an Event each Purchaser, the amount of Default relating Collections to which each such Purchaser is entitled in accordance with Article IV hereof. The Master Servicer may, in accordance with the Servicer applicable Credit and Collection Policy, take such action, including modifications, extensions of which a Responsible Officer maturity, adjustments of Outstanding Balances, waivers or restructurings of Pool Receivables and related Contracts, as the Master Servicer shall have actual knowledge may reasonably determine to be appropriate to maximize Collections thereof; and after may require the curing Obligor of all Events of Default that may have occurreda Delinquent Receivable or Defaulted Receivable to execute and deliver a promissory note to evidence its obligations on such Receivable; provided that, undertakes unless otherwise agreed to perform such duties and only such duties as are specifically set forth by the Administrative Agent in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredwriting, the Master Servicer shall exercise promptly deliver the original of any such promissory note in a principal amount exceeding (i) if an Amortization Event or a Potential Amortization Event has occurred and is continuing at such time, $0, or (ii) at any other time, $10,000, to the Administrative Agent; and provided, however, that for purposes of this Agreement: (i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the date of the rights and powers vested in it by this Agreementoriginal due date related to such Pool Receivable, and use (ii) such action shall not alter the same degree status of care and skill in their exercise such Pool Receivable as a prudent person would exercise Delinquent Receivable or use a Defaulted Receivable or limit the rights of any Secured Party under the circumstances in the conduct of such person’s own affairs. Any permissive right of this Agreement or any other Transaction Document and (iii) if an Amortization Event has occurred and is continuing, the Master Servicer enumerated may take such action only upon the prior written consent of the Administrative Agent. Seller shall deliver to the Master Servicer, and the Master Servicer shall hold for the benefit of the Administrative Agent (individually and for the benefit of each Purchaser), in this Agreement shall accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if an Amortization Event has occurred and is continuing, the Administrative Agent may direct the Master Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security. (b) The Master Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to Seller the collections of any indebtedness owed to Seller that is not be construed as a dutyPool Receivable, less, if MSC or an Affiliate thereof is not the Master Servicer, all reasonable and appropriate out-of-pocket costs and expenses of such Master Servicer of servicing, collecting and administering such collections. The Master Servicer, if other than MSC or an Affiliate thereof, shall, as soon as practicable upon receipt of demand, deliver to Seller all resolutions, certificates, statements, opinions, reports, documents, orders records in its possession that evidence or other instruments furnished to it that are specifically required to be furnished pursuant relate to any provision indebtedness that is not a Pool Receivable, and copies of this Agreement, shall examine them records in its possession that evidence or relate to determine whether they conform to the requirements of this Agreement. any indebtedness that is a Pool Receivable. (c) The Master Servicer Servicer’s obligations hereunder shall have no duty to recompute, recalculate or verify terminate on the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Final Payout Date. Promptly following the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material mannerFinal Payout Date, the Master Servicer shall take such action as it deems appropriate deliver to have the instrument correctedSeller all books, records and if the instrument is not corrected to its satisfaction, it will provide notice thereof related materials that Seller previously provided to the Certificateholders. No provision of this Agreement shall be construed to relieve Master Servicer, or that have been obtained by the Master Servicer from liability for its own negligent actionServicer, its own negligent failure to act or its own misconduct; provided, however, that:in connection with this Agreement.

Duties of the Master Servicer. The Master ServicerServicer is hereby authorized to act as agent for the Issuer and in such capacity shall manage, prior to service, administer and make collections on the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledgeReceivables, and which remains uncured, perform the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use other servicing actions required under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer agrees that its servicing of the Receivables shall have no duty to recomputebe carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the extent more exacting, the degree of skill and attention that the Master Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others (the "Servicing Standard"). The Master Servicer. If 's duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any such instrument is found not required tax information to conform Obligors, monitoring the collateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the requirements Indenture Trustee and the Majority Noteholder with respect to distributions, monitoring the status of this Agreement in a material mannerInsurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. To the extent consistent with the Servicing Standard, the Master Servicer shall take have full power and authority, acting alone, to do any and all things in connection with such action as managing, servicing, administration and collection that it deems appropriate to have may deem necessary or desirable. Without limiting the instrument correctedgenerality of the foregoing, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent actionis hereby authorized and empowered by the Issuer to execute and deliver, its own negligent failure on behalf of the Issuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to act or its own misconductthe Receivables and with respect to the Financed Vehicles; provided, however, thatthat notwithstanding the foregoing, the Master Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor except in accordance with the Servicing Standard. The Master Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Master Servicer commences or participates in such a legal proceeding in its own name, the Issuer shall thereupon be deemed to have automatically assigned such Receivable to the Master Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Issuer to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee shall furnish the Master Servicer with any limited powers of attorney and other documents which the Master Servicer may reasonably request and which the Master Servicer deems necessary or appropriate and take any other steps which the Master Servicer may deem necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. Notwithstanding the above, the Master Servicer has delegated its servicing obligations in this Article IV to the Servicer, subject to the following:

Duties of the Master Servicer. (a) The Master Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect all payments due under each Receivable and the related Contract from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Master Servicer's duties will include, without limitation, collection and posting of all payments, responding to inquiries of Obligors regarding the Receivables and related Contracts, investigating delinquencies and remitting payments to the Agent in a timely manner. Each of the Borrower, the Company, the Agent and the Bank Investors hereby appoints as its agent the Master Servicer, from time to time designated pursuant to Section 6.1 hereof, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Borrower and the Seller hereby grants to any Master Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the Borrower's and/or the Seller's name and on behalf of the Borrower or the Seller necessary or desirable, in the reasonable determination of the Master Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Borrower's and/or the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts. The Master Servicer shall set aside for the account of the Borrower and the Agent their respective allocable shares of the Collections of Receivables in accordance with Sections 2.5 and 2.6 hereof. The Master Servicer shall segregate and deposit to the Agent's account the Agent's allocable share of Collections of Receivables when required pursuant to Article II hereof. So long as no Termination Event shall have occurred and be continuing, the Master Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of Receivables; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or a Defaulted Receivable, as applicable. The Master Servicer may not otherwise waive, modify or otherwise vary any provision of a Contract except as consistent with the Credit and Collection Policy. The Master Servicer may not permit a Receivable to be terminated prior to the occurrence of an Event of Default relating scheduled termination date thereof unless such termination results in a payment at least equal to the Required Payoff Amount being deposited into the Collection Account with respect to the related Payment Date. The Borrower shall deliver to the Master Servicer of which a Responsible Officer of and the Master Servicer shall have actual knowledge hold in trust for the Borrower and after the curing Agent, on behalf of the Company and the Bank Investors, in accordance with their respective interests, all Events Records which evidence or relate to Receivables or Related Security. The Master Servicer shall not make the Agent, the Company or any of Default that may have occurred, undertakes the Bank Investors a party to perform any litigation without the prior written consent of such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of Person. (b) If the Master Servicer shall commences a legal proceeding to enforce a Defaulted Receivable or commences or participates in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Contract, the Agent will be deemed to have actual knowledgeautomatically assigned its security interest in the related Contract to the Master Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and which remains uncuredthe Master Servicer is authorized and empowered by the Agent, the Company and the Bank Investors, to execute and deliver, on behalf of itself and the Agent for the benefit of the Company and Bank Investors, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. If in any enforcement suit or legal proceeding it is held that the Master Servicer may not enforce a Contract on the ground that it is not a real party in interest entitled to enforce the Contract, then the Agent will, at the Master Servicer's expense and direction, take steps on behalf of the Agent as agent for the Company and the Bank Investors to enforce the Contract, including bringing suit in the name of the Agent for the benefit of the Company and the Bank Investors. Upon termination of a Contract as a result of a default by the Obligor thereunder, the Master Servicer will use best efforts to repossess or otherwise comparably covert the ownership of and to re-lease or otherwise dispose of any related Equipment. Without limiting the generality of the foregoing, the Master Servicer may dispose of any such Equipment by purchasing such Equipment or by selling such Equipment at a public or private sale to any of its Affiliates for a purchase price equal to the fair market value thereof. (c) The Master Servicer shall take and retain custody of the Contracts and other Records in accordance with the terms and conditions of this Agreement, all for the benefit of the Company and the Bank Investors and subject to the lien thereon in favor of the Agent, as agent for the Company and the Bank Investors. Within five Business Days of its receipt of any Records, the Master Servicer shall exercise review the related Contract to verify that such Contract has been executed and has no mutilated pages and to confirm (in reliance on the related contract number and Obligor name) that such Contract is referenced on the related list of Receivables. In order to facilitate the foregoing review by the Master Servicer, in connection with each delivery of Records hereunder to the Master Servicer, the Master Servicer shall maintain an electronic file, in EXCEL or a comparable format, that contains the related list of Receivables or which otherwise contains the Contract number and the name of the rights and powers vested in it by this AgreementObligor with respect to each related Contract. If, and use at the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct conclusion of such person’s own affairsreview, the Master Servicer shall determine that such Contract is not executed or has mutilated pages, or that it is not referenced on such 79 85 list of Receivables, the Master Servicer shall promptly notify the Seller, the Borrower and the Agent of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has mutilated pages, or the fact that such Contract was not referenced on the related list of Receivables. Any permissive right In addition, unless instructed otherwise by the Seller or the Agent within 10 days of the Master Servicer's delivery of such report, the Master Servicer enumerated in this Agreement shall return any Contract not referenced on such list of Receivables to the Seller. In taking and retaining custody of the Contracts and other Records, the Master Servicer shall be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required deemed to be furnished pursuant to any provision acting as the agent of this Agreementthe Agent, shall examine them to determine whether they conform to as agent for the requirements Company and as agent of this Agreementthe Bank Investors. The Master Servicer shall have no duty clearly indicate that such Records are the sole property of the Borrower and that the Borrower has granted a security interest therein to recompute, recalculate the Agent on behalf of the Company. All Contracts shall be clearly segregated from any other documents or verify instruments maintained by the accuracy Master Servicer and shall be kept in fireproof vaults or cabinets at such locations as shall be reasonably acceptable to the Agent. The Master Servicer shall notify the Agent of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished change in location by a written notice delivered at least 45 days prior to such change. (d) To the Master Servicer. If extent provided for in any such instrument is found not to conform to the requirements of this Agreement in a material mannerContract, the Master Servicer shall take such action as it deems appropriate will use its commercially reasonable efforts to have the instrument corrected, collect all payments with respect to amounts due for taxes and if the instrument is not corrected to its satisfaction, it will provide notice thereof assessments relating to the Certificateholdersrelated Receivables or the Equipment and remit such amounts to the appropriate governmental authority or insurer on or prior to the date such payments are due. (e) The Master Servicer will use its commercially reasonable efforts to ensure that each Obligor maintains casualty insurance coverage with respect to the related Equipment in an amount that is consistent with prudent leasing industry standards. No provision of this Agreement shall be construed to relieve Additionally, the Master Servicer from will require that each Obligor maintain third party liability insurance for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:property damage during the term of each Contract in amounts and against risks customarily

Duties of the Master Servicer. The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer (a) For and on behalf of the Master Servicer shall have actual knowledge Trust, the Indenture Trustee, the Noteholders and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncuredOwnership Certificateholder, the Master Servicer shall exercise such master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and the provisions of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the . (b) The Master Servicer enumerated in this Agreement shall not be construed as a duty. required to (i) take any action with respect to the servicing of any Mortgage Loan that the Servicer is not required to take under this Agreement and (ii) cause the Servicer to take any action or refrain from taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. (c) The Master Servicer, upon receipt for the benefit of all resolutionsthe Trust, certificatesthe Indenture Trustee, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreementthe Noteholders and the Ownership Certificateholder, shall examine them enforce the obligations of the Servicer hereunder, and shall, in the event that the Servicer fails to determine whether they conform perform its obligations in accordance herewith, terminate the rights and obligations of the Servicer hereunder and either act as servicer of the related Mortgage Loans or cause other parties to either assume the requirements obligations of the Servicer under this AgreementAgreement (or agree to execute and deliver a successor subservicing agreement with a successor servicer). The Master Servicer shall have no duty to recomputepay the costs of such enforcement at its own expense, recalculate or verify and shall be reimbursed for the accuracy costs of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished such enforcement initially (i) from a general recovery resulting from such enforcement only to the Master Servicer. If any extent, if any, that such instrument recovery exceeds all amounts due in respect of the related Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is found not to conform directed, and then, (iii) to the requirements of this Agreement in a material manner, extent that such amounts are insufficient to reimburse the Master Servicer shall take for the costs of such action as it deems appropriate to have enforcement, from the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:Collection Account.

Duties of the Master Servicer. (a) The Master Servicer shall master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and the provisions of this Agreement. The Master Servicer shall monitor the performance of the obligations of the Servicer hereunder. (b) The Master Servicer shall not be required to cause the Servicer to take any action or refrain from taking any action if this Agreement does not require the Servicer to take such action or refrain from taking such action. The Master Servicer shall not take, or knowingly permit the Servicer to take, any action that is inconsistent with or prejudices the interests of the Issuing Entity or the Trustee in any Mortgage Loan or the rights and interests of the Issuing Entity or the Trustee under this Agreement. The Master Servicer shall have no liability for the acts or omissions of the Servicer in the performance by such Servicer of its obligations. (c) If a party does not act as both the Master Servicer and the Securities Administrator, not later than the Business Day prior to each Distribution Date, the Master Servicer shall forward to the Securities Administrator a statement setting forth the status of any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Distribution Date, indicating that all remittances or payments required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from any account maintained by the Master Servicer. (d) The Master Servicer shall, in accordance with Sections 6.5 and 7.8, in the event that the Servicer fails to perform its obligations in accordance herewith, terminate the rights and obligations of the Servicer hereunder. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed for the costs of such enforcement initially (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Distribution Account. (e) If the Servicer fails to remit a Monthly Advance, the Master Servicer, in its capacity as successor servicer, shall itself make such Advance. If the Master Servicer determines that a Monthly Advance is required, it shall, on the Business Day immediately prior to the occurrence of related Distribution Date, deposit in the Custodial Account immediately available funds in an Event of Default relating amount equal to such Monthly Advance. The Master Servicer shall be entitled to be reimbursed from the Distribution Account in accordance with Section 10.1 for all Monthly Advances made by it from late collections related to such Mortgage Loan or from other funds as provided in Section 10.1. Notwithstanding anything to the contrary herein, in the event the Master Servicer of which determines in its reasonable judgment that a Monthly Advance is a Non-recoverable Advance, the Master Servicer shall be under no obligation to make such Monthly Advance. In the event that the Master Servicer determines that any such Monthly Advances are Non-recoverable Advances, the Master Servicer shall provide the Trustee with a certificate signed by a Responsible Officer of the Master Servicer shall have actual knowledge evidencing such determination and after setting forth the curing of all Events of Default that may have occurred, basis for such determination. (f) The Master Servicer undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. The Master Servicer shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to the Master Servicer. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof to the Certificateholders. No provision of this Agreement shall be construed to relieve the Master Servicer from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:.

Duties of the Master Servicer. (a) The Master Servicer, prior to the occurrence of an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge master service the Mortgage Loans in accordance with the Accepted Master Servicing Practices and after the curing of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During an Event of Default relating to the Servicer of which a Responsible Officer of the Master Servicer shall have actual knowledge, and which remains uncured, the Master Servicer shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any permissive right of the Master Servicer enumerated in this Agreement shall not be construed as a duty. The Master Servicer, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements provisions of this Agreement. The Master Servicer shall monitor the performance of the obligations of each Servicer under its Servicing Agreement (provided, however, that the Master Servicer shall have no duty to recompute, recalculate monitor compliance by a Servicer of its obligation to remit Non-Mortgagor Prepayment Premium Payment Amounts or verify Prepayment Premiums owed to the accuracy Issuing Entity). (b) The Master Servicer shall not be required to cause any Servicer to take any action or refrain from taking any action if this Agreement or the related Servicing Agreement does not require such Servicer to take such action or refrain from taking such action. The Master Servicer shall have no liability for the acts or omissions of any resolution, certificate, statement, opinion, report, document, order or other instrument so furnished to Servicer in the performance by such Servicer of its obligations under the related Servicing Agreement. (c) If a party does not act as both the Master Servicer. If any such instrument is found Servicer and the Securities Administrator, not later than the Business Day prior to conform to the requirements of this Agreement in a material mannereach Distribution Date, the Master Servicer shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its satisfaction, it will provide notice thereof forward to the Certificateholders. No provision Securities Administrator a statement setting forth the status of this Agreement shall be construed to relieve any account or accounts, including any collection accounts, maintained by the Master Servicer as of the close of business on the Business Day prior to the related Distribution Date, indicating that all remittances or payments required by this Agreement to be made by the Master Servicer have been made (or if any required remittance or payment has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period covered by such statement, the aggregate of deposits into and withdrawals from liability for any account maintained by the Master Servicer. (d) The Master Servicer shall, in accordance with the applicable Servicing Agreement and Section 5.08, in the event a Responsible Officer of the Master Servicer has actual knowledge that that the related Servicer has failed to perform its own negligent actionobligations in accordance therewith, its own negligent failure terminate the rights and obligations of such Servicer thereunder and, subject to act the rights of Lehman Capital, a Division of Lehman Brothers Holdings Inc. undxx xxx servicing agreement with Xxxxxx Loan Services LLC, assume the obligation of such Servicer or its own misconduct; provided, however, that:appoint a successor servicer in accordance with the provisions of Section 5.