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

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and S&P Global Ratings, or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and S&P Global Ratings and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Standard & Poor’s Ratings Services and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions contemplated by set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) and the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteePooling and Servicing Agreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume and the Pooling and Servicing Agreement in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to excess of that permitted the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee under this Agreement and the successor agree to)Pooling and Servicing Agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; PROVIDED that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. No appointment of a successor to the Master Servicer will be effective unless at least 15 days before the effective date of the appointment, the Indenture Trustee notifies the Depositor of the successor pursuant to this Section 6.02 and the successor Master Servicer provides to the Depositor all information, in form and substance reasonably satisfactory to the Depositor, reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns Section 8.06 or resignation pursuant to Section 5.047.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (iincluding any right of indemnity) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer. Furthermore, or (iii) for any act or omission the Backup Servicer shall have a right of either a predecessor or indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer other than the Indenture TrusteeServicer. As its compensation under this Agreementtherefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if in the Indenture Trustee is unwilling event of a termination of the Master Servicer pursuant to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so actSection 8.01, the Indenture Trustee may (in the situation described in clause (i)) may, if it shall be unwilling to act, or shall, if it shall (in the situation described in clause (ii)) be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Contracts it and the such successor agree to)shall agree. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee as successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee as successor Master Servicer shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyPolicies. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, written consent (so long as applicableno Credit Enhancer Default has occurred and is continuing), which consent shall not be unreasonably withheld. The , and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerherein above provided. In connection with this such appointment and assumption, the successor Master Servicer shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., and S&P Global Ratings, or is otherwise acceptable to Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., and S&P Global Ratings and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.Rating

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and Fitch, Inc., if rated by Fitch, Inc., or is otherwise acceptable to Standard & Poor’s Ratings Services and Fitch, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.045.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in this Section 7.02, the Indenture Trustee (provided the Indenture Trustee receives 20 days’ prior written notice) or another successor servicer shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the or another successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor servicer shall take any such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. If the successionIndenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee or any other successor servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Indenture Trustee. Furthermore, neither the Indenture Trustee nor any successor servicer shall be obligated to fund any resulting discrepancy or shortfall in the Collection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee shall provide the successor servicer with an officer’s certificate that contains: (i) a complete description of all Events of Default by the Servicer under the Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge, which have not been fully cured and (ii) confirmation that the Servicer Remittance Report and the reports described in Sections 5.09 and 5.10 have been timely filed by the Servicer with the Indenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee as successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee as successor Master Servicer shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by [Rating Agency Name] and [Rating Agency Name], or is otherwise acceptable to [Rating Agency Name] and [Rating Agency Name] and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Mortgage Loans shall be itself become, or shall with the consent of the Enhancer appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the obligations Servicer by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Master Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (ix)) or shall (in the situation described in clause (iiy)) appointappoint at the direction of the Enhancer or, or if the Enhancer fails to make such direction, petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualificationa Rating Event, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies if determined without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as Master Servicerprovided above. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any lesser such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the successionforegoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Standard & Poor’s Ratings Services and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard Agencies. No appointment of a successor to the PolicyMaster Servicer will be effective unless at least 15 days before the effective date of the appointment, the Indenture Trustee notifies the Depositor of the successor pursuant to this Section 6.02 and the successor Master Servicer provides to the Depositor all information, in form and substance reasonably satisfactory to the Depositor, reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch, if rated by Fitch, and S&P, or is otherwise acceptable to Fitch, if rated by Fitch, and S&P and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Fitch, Inc., if rated by Fitch, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Fitch, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerherein above provided. In connection with this such appointment and assumption, the successor Master Servicer shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerherein above provided. In connection with this such appointment and assumption, the successor Master Servicer shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., and Xxxxx’x Investors Service, Inc., or is otherwise acceptable to Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From (i) On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.045.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in this Section 7.02, the Indenture Trustee (provided the Indenture Trustee receives 20 days’ prior written notice) or another successor servicer shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, . The Indenture Trustee or another successor servicer and the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. If the successionIndenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee or any other successor servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Indenture Trustee. Furthermore, neither the Indenture Trustee nor any successor servicer shall be obligated to fund any resulting discrepancy or shortfall in the Collection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee shall provide the successor servicer with an officer’s certificate that contains: (i) a complete description of all Events of Default by the Servicer under the Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge, which have not been fully cured and (ii) confirmation that the Servicer Remittance Report and the reports described in Sections 5.09 and 5.10 have been timely filed by the Servicer with the Indenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Master Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) the obligation to repurchase be responsible or substitute accountable for any Mortgage Loanact or omission of the predecessor Master Servicer, (ii) with respect to fund any representation or warranty of the losses on any Eligible Investment directed by any other Master Servicer, or (iii) be responsible for any act or omission the representations and warranties of either a predecessor or successor the Master Servicer other than Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Monthly Advances to the extent that the Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Master Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Master Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions contemplated by set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) and the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteePooling and Servicing Agreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by the Ratings Agencies or is otherwise acceptable to the Ratings Agencies and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume and the Pooling and Servicing Agreement in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to excess of that permitted the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee under this Agreement and the successor agree to)Pooling and Servicing Agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the HELOC Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Class VII-A Noteholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the HELOC Master Servicer in its capacity as HELOC Master Servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the HELOC Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor HELOC Master Servicer to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a the predecessor HELOC Master Servicer, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor HELOC Master Servicer, to purchase, repurchase or substitute any HELOC Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other HELOC Master Servicer, or (iv) be responsible for the representations and warranties of the HELOC Master Servicer, except as provided herein. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the HELOC Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor HELOC Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Class VII-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the HELOC Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the HELOC Master Servicer hereunder; provided that the appointment of any obligations of the such successor HELOC Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Class VII-A Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the HELOC Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on HELOC Mortgage Loans in an amount equal to the compensation that which the HELOC Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The appointment of a successor HELOC Master Servicer shall not affect any liability of the predecessor HELOC Master Servicer which may have arisen under this Servicing Agreement prior to its termination as HELOC Master Servicer (including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor HELOC Master Servicer be liable for any acts or omissions of the predecessor HELOC Master Servicer or for any breach by such HELOC Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Custodian and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the successiontermination or resignation of the HELOC Master Servicer hereunder, either (i) the successor HELOC Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOC Mortgage Loans that are registered with MERS, in which case the predecessor HELOC Master Servicer shall cooperate with the successor HELOC Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor HELOC Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor HELOC Master Servicer shall cooperate with the successor HELOC Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such HELOC Mortgage Loan or servicing of such HELOC Mortgage Loan on the MERS(R) System to the successor HELOC Master Servicer. The predecessor HELOC Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor HELOC Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. To the extent these fees and costs are not paid by the HELOC Master Servicer and are incurred by any successor HELOC Master Servicer, such fees and costs will be reimbursable to the successor HELOC Master Servicer by the Trust. The successor HELOC Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Master Servicer under this Agreement except Sale and Servicing Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser such other compensation as the Indenture Trustee Trustee, the Insurer and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time date the Master Servicer receives a notice of termination pursuant to Section 6.01 10.01, or resigns the Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or accompanied by the consents required by Section 9.04, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 5.044.08, the Indenture Trustee shall appoint a successor servicer acceptable to the Securities Insurer to be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) with respect to any representation or warranty of the Master Servicerhowever, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as that the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent servicer shall not be unreasonably withheld. The appointment liable for any actions of the successor Master Servicer must not result in the qualificationany servicer prior to it; provided further, reductionhowever, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of that if a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so actingservicer cannot be retained in a timely manner, the Indenture Trustee shall act as Master Servicersuccessor servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the successor agree to)laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The Indenture Trustee and the successor servicer shall take any action, consistent with this Agreement, necessary be obligated to effectuate the succession.make Servicing Advances

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the RMBS Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be become the successor in all respects to the RMBS Master Servicer in its capacity as RMBS Master Servicer under this Master Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the RMBS Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor RMBS Master Servicer to (i) the obligation to repurchase be responsible or substitute accountable for any Mortgage Loanact or omission of the predecessor RMBS Master Servicer, (ii) with respect to fund any representation or warranty of the losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for any act or omission the representations and warranties of either a predecessor or successor the RMBS Master Servicer other than Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor RMBS Master Servicer, shall be required to make any Monthly Advances to the extent that the RMBS Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the RMBS Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor RMBS Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the RMBS Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer hereunder; provided that the appointment of any obligations of the such successor RMBS Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the RMBS Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the RMBS Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor RMBS Master Servicer shall not affect any liability of the predecessor RMBS Master Servicer which may have arisen under this Master Servicing Agreement prior to its termination as RMBS Master Servicer (including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor agree to)RMBS Master Servicer be liable for any acts or omissions of the predecessor RMBS Master Servicer or for any breach by such RMBS Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Master Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the related Policy. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 8.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Class A Ownership Interest shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Designated Seller under the Designated Seller's Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Revolving Credit Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Class A Ownership Interest may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Revolving Credit Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the [NY01:240828.4] 16069-00382 12/20/96 12:15am 30 obligation to purchase Revolving Credit Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days after the time date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 6.01 7.01 or resigns sends a resignation notice pursuant to Section 5.046.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions contemplated by this Agreement set forth herein, and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer other than hereunder or (iv) be responsible for the Indenture Trusteerepresentations or warranties of any such prior Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to so act, then the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement hereunder with respect to assume of all or any obligations part of the Master Servicer under this Agreement. The Servicer’s responsibilities, duties or liabilities hereunder; provided, that such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's ’s prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided further, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of the such successor Master Servicer must not would result in the qualificationa Rating Event, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies if determined without regard to the Policy. Pending Notwithstanding the foregoing, pending the appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 3.10 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor agree to)Master Servicer be liable for any acts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and the such successor Master Servicer shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerHome Equity Loans pursuant to Sections 2.02, or (iii2.04(c) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trusteeand 3.01 shall not terminate. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to the Notes by the Rating Agencies without regard taking into account the existence of the Note Guaranty Insurance Policy, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee and the Insurer, and (so long as no Insurer Default exists and is continuing) any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Insurer, as evidenced in writing to the Indenture Trustee, the Depositor and the successor Master Servicer by the Insurer. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Owner Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund any losses on any Permitted Investment directed by any other Servicer or (iv) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan Loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.18 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions contemplated by set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) and the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteePooling and Servicing Agreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume and the Pooling and Servicing Agreement in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to excess of that permitted the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee under this Agreement and the successor agree to)Pooling and Servicing Agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Services and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Master Servicer under this Agreement except Sale and Servicing Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser such other compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns Section 8.06 or resignation pursuant to Section 5.047.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (iincluding any right of indemnity) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer. 68 Furthermore, or (iii) for any act or omission the Backup Servicer shall have a right of either a predecessor or indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer other than the Indenture TrusteeServicer. As its compensation under this Agreementtherefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if in the Indenture Trustee is unwilling event of a termination of the Master Servicer pursuant to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so actSection 8.01, the Indenture Trustee may (in the situation described in clause (i)) may, if it shall be unwilling to act, or shall, if it shall (in the situation described in clause (ii)) be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Contracts it and the such successor agree to)shall agree. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's ’s prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. No appointment of a successor to the Master Servicer will be effective unless at least 15 days before the effective date of the appointment, the Indenture Trustee notifies the Depositor of the successor pursuant to this Section 6.02 and the successor Master Servicer provides to the Depositor all information, in form and substance reasonably satisfactory to the Depositor, reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns resignation pursuant to Section 5.047.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except (i) arising from the obligation to repurchase acts or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty omissions of the previous Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion Trustee, Insurer or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee is it shall be legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans Contracts it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to the compensation excess of that permitted the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation under this Agreement without the Indenture Trustee and consent of the successor agree to)Insurer. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; PROVIDED that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and PROVIDED, FURTHER, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund any Additional Balances with respect to any Loan, (iv) pay any deductible under an insurance policy pursuant to Section 3.04, (v) fund any losses on any Permitted Investment directed by any other Servicer or (vi) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.048.2, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the Pooling and Servicing Agreement and the transactions contemplated by set forth or provided for in this Agreement and the Pooling and Servicing Agreement, and, subject to Section 10.16, shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) and the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteePooling and Servicing Agreement. As its compensation under this Agreementtherefor, the Indenture Trustee successor Servicer shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additionNotwithstanding the above, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain informationmay, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee it is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointfor the appointment of, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (x) having a net worth of not less than $15,000,000 100,000,000, (y) a long-term unsecured debt rating from Moody’s of at least Baa3 (unless such requirement is expressly waived by Moody’s) and (z) whose regular business includes the servicing of dealer floor plan automotive receivables, including the Back-up Servicer, as the successor to the Master Servicer under this Agreement to assume and the Pooling and Servicing Agreement in the assumption of any obligations all of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The Agreement and the Pooling and Servicing Agreement (except that such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheldliable for any liabilities incurred by any predecessor Servicer). The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a Any successor to the Master Servicer, unless Servicer shall automatically agree to be bound by the Indenture Trustee is prohibited by law from so actingterms and provisions of any Series Enhancement Agreement. In connection with such appointment and assumption under the second preceding sentence, the Indenture Trustee shall act may make such arrangements for the compensation of such successor out of Collections as Master Servicer. In connection with this appointment it and assumption, the such successor shall agree; provided, however, that no such compensation shall be entitled to receive compensation out in excess of payments on Mortgage Loans in an amount equal to that permitted the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee under this Agreement and the successor agree to)Pooling and Servicing Agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Bonds by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the successionresignation of the Servicer and the appointment of a successor Servicer will be paid by the Indenture Trustee from amounts in the Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Home Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the obligations of Servicer by the Master Servicer under terms and provisions hereof. Nothing in this Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Loans may (in the situation described in clause (ix)) or shall (in the situation described in clause (iiy)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the a Rating Agencies without regard to the PolicyEvent. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as Master Servicerprovided above. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any lesser such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Home Loans pursuant to Section 3.1 of the Purchase Agreement, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the successionforegoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master Servicer, or (iiiHome Equity Loans pursuant to Sections 2.04(c) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trusteeand 3.01 shall not terminate. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that [any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit EnhancerInsurer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The ; and provided further that] that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to either the Notes Class A or Class M Certificates by the Rating Agencies without regard Agencies, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee [and the Insurer]. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master [Master] Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master [Master] Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master [Master] Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial [Master] Servicer in its capacity as Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the [Master] Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor [Master] Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other [Master] Servicer, or (vi) be responsible for the representations and warranties of the [Master] Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master [Master] Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master [Master] Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Trust Estate holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master [Master] Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the [Master] Servicer under this Agreement. The hereunder; provided that any such successor Master [Master] Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master [Master] Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer[Master] Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master [Master] Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor [Master] Servicer shall not affect any liability of the predecessor [Master] Servicer which may have arisen under this Servicing Agreement prior to its termination as [Master] Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)[Master] Servicer be liable for any acts or omissions of the predecessor [Master] Servicer or for any breach by such [Master] Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Servicer in its capacity as Sponsor under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Mortgage Collateral holders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; PROVIDED that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that (A) any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The appointment of withheld (B) if the Master Servicer was terminated by the Credit Enhancer pursuant to Section 7.01, the successor Master Servicer must shall have been approved by the Holders of the Class I Notes in accordance with Section 7.02(e), and (C) that the appointment of any such successor Master Servicer will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and 41 the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer a servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund any Additional Balances with respect to any Loan, (iv) pay any deductible under an insurance policy pursuant to Section 3.04, (v) fund any losses on any Permitted Investment directed by the Servicer and (vi) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder, in each case if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as the Servicer (including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor agree to)Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Notwithstanding the foregoing, nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Master Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, (v) be responsible for the representations and warranties of the Master Servicer or (vi) be responsible for any indemnification obligation of Master Servicer other than that contained in Section 5.06(b) hereof, and only with respect to the indemnification provided to the Owner Trustee for the Master Servicer's obligations under this Servicing Agreement; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institutioninsti tution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 20,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED, that any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard or the ratings assigned to the PolicyNotes. Pending appointment of a successor succes sor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.13 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01 of the Home Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerMortgage Loans pursuant to Sections 2.02, or (iii2.04(c) for any act or omission and 3.01 and the indemnification obligation pursuant to Section 2.04(d) shall not terminate and shall not become an obligation of either a predecessor or successor Master Servicer other than the Indenture TrusteeTrustee or any other successor servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity mortgage loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to any of the Class A Notes or the Class M Notes by the Rating Agencies without regard Agencies, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee, and any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the successionservicing to a successor servicer shall be paid by the outgoing Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerMortgage Loans pursuant to Sections 2.02, or (iii2.04(c) for any act or omission and 3.01 and the indemnification obligation pursuant to Section 2.04(d) shall not terminate and shall not become an obligation of either a predecessor or successor Master Servicer other than the Indenture TrusteeTrustee or any other successor servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity mortgage loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to any of the Class A or Class M Notes by the Rating Agencies without regard Agencies, as evidenced by a writing to such effect delivered to the Policy. Pending appointment of a Indenture Trustee, and any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Depositor and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.Class A-1

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Master Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor Servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor Servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, any successor servicer other than the Indenture Trustee. As its Trustee shall be entitled to such compensation under this Agreementas it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee will or other servicer as successor Servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be entitled paid pursuant to compensation with respect to its expenses in connection with conversion Section 3.05(a)(i) of certain information, documents, and record keeping, as provided in Section 6.01the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Master Servicer itself or appoint a successor to act as successor Servicer, or (ii) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld or delayed and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee Trustee, in a period not to exceed 90 days, shall act as Master Serviceritself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder hereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or such other compensation as the Credit Enhancer and such successor shall agree, together with the Transition Costs of the successor Servicer, which shall be paid by the predecessor Servicer). The appointment of a successor Servicer shall not affect any lesser compensation liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee and pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the successor agree to)predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.1 or resigns sends a notice pursuant to Section 5.046.4, the Indenture Trustee as pledgee of the Revolving Credit Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Revolving Credit Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Revolving Credit Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Revolving Credit Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Revolving Credit Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.9 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Revolving Credit Loans pursuant to Section 3.1, to pay any deductible under an insurance policy pursuant to Section 3.4 or to indemnify the Indenture Trustee pursuant to Section 6.6), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days after the time date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 6.01 7.01 or resigns sends a resignation notice pursuant to Section 5.046.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions contemplated by this Agreement set forth herein, and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer other than hereunder or (iv) be responsible for the Indenture Trusteerepresentations or warranties of any such prior Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to so act, then the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement hereunder with respect to assume of all or any obligations part of the Master Servicer under this Agreement. The Servicer's responsibilities, duties or liabilities hereunder; provided, that such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided further, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of the such successor Master Servicer must not would result in the qualificationa Rating Event, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies if determined without regard to the Policy. Pending Notwithstanding the foregoing, pending the appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 3.10 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor agree to)Master Servicer be liable for any acts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and the such successor Master Servicer shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 above or resigns sends a notice pursuant to Section 5.046.04 hereof, the Indenture Trustee as pledgee of the Mortgage Loans shall be itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to immediately assume all of the obligations of the Master Servicer to make advances on Mortgage Loans under this Agreement except Section 3.02(b) hereof and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Master Servicer being terminated to continue to perform such servicing responsibilities (iother than making advances on the Mortgage Loans under Section 3.02(b) hereof) as the obligation Indenture Trustee deems appropriate. In such event, the Master Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Master Servicer to repurchase discontinue providing such services, the date on which a successor servicer or substitute for any Mortgage Loanthe Indenture Trustee has assumed all responsibilities, (ii) with respect to any representation or warranty duties and liabilities of the Master Servicer, Servicer hereunder or (iii) for any act or omission the expiration of either a predecessor or successor the 90 day period. The Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation Servicing Fee hereunder for any period during which the Master Servicer would have been entitled is obligated to under this Agreement provide such services as if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.had

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns 6.01, sends a notice pursuant to Section 5.04, or its term expires and is not renewed pursuant to the penultimate paragraph of Section 6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iv) be responsible for the representations and warranties of the Master Servicer; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any required Advances to the extent that the Master Servicer failed to make such Advances. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so actnotify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Sale and Contribution Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by the Credit EnhancerBond Insurer's prior consent, as applicable, which written consent shall not be unreasonably withheld. The and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Bonds by the Rating Agencies without regard to taking the PolicyBond Insurance Policy into account. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor agree to)Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and the such successor shall take any such action, consistent with this Servicing Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days after the time date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 6.01 7.01 or resigns sends a resignation notice pursuant to Section 5.046.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions contemplated by this Agreement set forth herein, and shall be subject to all responsibilities, duties and liabilities relating thereto placed on the obligations Master Servicer by the terms hereof provided, however, the Indenture Trustee will use its reasonable best efforts to perform the duties of the Master Servicer under this Agreement except prior to the end of such 90-day period. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer other than hereunder or (iv) be responsible for the Indenture Trusteerepresentations or warranties of any such prior Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to so act, then the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement hereunder with respect to assume of all or any obligations part of the Master Servicer under this Agreement. The Servicer's responsibilities, duties or liabilities hereunder; provided, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not would result in a Rating Event. Notwithstanding the qualificationforegoing, reduction, or withdrawal of pending the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 3.10 (or any such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master Servicer, nor shall any successor agree to)Master Servicer be liable for any acts or omissions of any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Basic Document. The Indenture Trustee and the such successor Master Servicer shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination an Event of Servicer Termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Master Servicer under this Agreement except Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation of repurchase with respect to repurchase or substitute for any Mortgage LoanHELOC, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any liabilities, act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.016.07 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 30,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must servicer shall be acceptable to the Credit Enhancer in its sole discretionNote Insurer (so long as no Note Insurer Default exists), as evidenced by the Credit Enhancer's Note Insurer’s prior written consent; further, as applicable, which consent shall not be unreasonably withheld. The provided that that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies Notes, determined without regard to the Policy, by the Rating Agencies as evidenced by a letter from each such Rating Agency. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans HELOCs in an amount equal to not more than the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to)3.07. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession.