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 Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer 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 such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services or is otherwise acceptable to Standard & Poor’s Ratings Services and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedPooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (may with the consent of the Majority Certificateholder) Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days after the time date the Master Servicer (and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 7.01 or sends a resignation notice pursuant to Section 6.04, the Indenture Trustee, if notice is sent by as pledgee of the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04Mortgage Loans, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement Master Servicer hereunder and with respect to the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingprovided, however, the parties hereto agree that Indenture Trustee will use its reasonable best efforts to perform the duties of the Master Servicer prior to the end of such 90-day period. Nothing in any Basic Document shall be construed to permit or require the Indenture TrusteeTrustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, immediately will assume all of the obligations of the 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 to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not hereunder or (iv) be responsible for the lack representations or warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveany such prior Master Servicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer or (ii) if the Indenture Trustee is legally unable so to act, then the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) may appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities of the Servicer hereunder; provided, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of any such successor Master Servicer will not would result in a Rating Event. Notwithstanding the qualificationforegoing, reduction or withdrawal of pending the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Master Servicer would otherwise have received pursuant to Section 3.18 3.10 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which that may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06Master Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreementother Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign resigns pursuant to Section 5.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its successionhereof. Notwithstanding the foregoingabove, if the parties hereto agree that Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (may with the consent of the Majority CertificateholderInsurer (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 with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $50,000,000 15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by its prior written consent, which consent shall not be unreasonably withheld; and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter without regard to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.08 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall may agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedPROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From Section 7.03 On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedprovided that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Servicer (and the Indenture Trustee, Trustee if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.01, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advancesDelinquency Advances; provided however, that the obligation of the Indenture Trustee to make Delinquency Advances is subject to the standards set forth in Section 5.25 hereof. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter letters to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 5.15 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 5.13 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.067.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the TrustIssuing Entity).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Sponsor under the foregoingLoan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.063.04), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its successionhereof. Notwithstanding the foregoing, the parties hereto agree that the The Indenture Trustee, in its capacity as successor Servicer, Trustee will immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveDelinquency Advances. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage home equity loan or home equity loan servicer which has been designated as an approved seller-servicer by FNMA or FHLMC for first and second home equity loans and having a net worth of not less than $50,000,000 (or such lower level as may be acceptable to the Insurer) as determined in accordance with generally accepted accounting practices as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent; and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.12 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 3.06 herein or to reimburse the Indenture Trustee indemnify any party pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Advances on Mortgage Loans under Section 4.01(d) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer Servicer, including the obligations to make Advances which have been or will be required to be made, by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement (other than Advances deemed recoverable and not previously made), (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, and provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the a Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesEvent. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On -------------------------------------------------- and after the time date the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 10.01, or 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 permitted to resign removed as Servicer pursuant to this Article X, then, subject to Section 5.044.08, the Indenture Trustee (or such other Trustee, with the consent of the Majority Securityholders, shall appoint a successor Servicer as is approved in accordance with this Agreement) shall acceptable to the Rating Agencies to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding hereof; provided, however, that the foregoingsuccessor Servicer shall not be liable for any actions of any Servicer prior to it; provided further, however, that if a successor Servicer cannot be retained in a timely manner, the parties hereto agree Indenture Trustee shall act as successor Servicer and shall assume the responsibilities of the Servicer hereunder. In the event that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all Trustee assumed the responsibilities of the obligations of the Servicer pursuant to make advances. Notwithstanding the foregoingthis Section 10.02, the Indenture TrusteeTrustee will become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its capacity obligations as successor ServicerServicer hereunder or, alternatively, shall not retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The successor Servicer shall be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not obligated to exceed 90 days) before the transition of servicing obligations is fully effectivemake Servicing Advances hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) Servicer appointed pursuant to this Section 10.02, shall be entitled to such compensation all Servicing Compensation as the provided in this Agreement. The Servicer would have been shall not be entitled to hereunder any termination fee if no such notice it is terminated pursuant to Section 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination termination. Any collections received by the prior Servicer after its removal or resignation had been givenshall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Notwithstanding The compensation of any successor Servicer (including, without limitation, the aboveIndenture Trustee) so appointed shall be the Servicing Fee, (i) if together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is unwilling required to act as solicit bids to appoint a successor Servicer or (ii) if the Indenture Trustee is legally unable so to actServicer, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appointsolicit, any established by public announcement, bids from housing and home finance institutioninstitutions, bank or other banks and mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor Servicer shall be entitled to the Servicer hereunder in the assumption of all or any part full amount of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingpublic announcement, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment negotiate and assumptioneffect the sale, transfer and assignment of the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal servicing rights and responsibilities hereunder to the compensation which qualified party submitting the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementhighest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the successor Servicer. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionsuccession of a successor Servicer. All reasonable Servicing Transfer Costs shall be paid by the predecessor The Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation agrees to pay such costs, such costs shall be paid by the successor Servicer or cooperate with the Indenture Trustee (in which case the and any successor Servicer or in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture TrusteeTrustee or such successor Servicer, as applicable, all documents and records reasonably requested by the applicable party to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor Servicer shall be entitled held liable by reason of any failure to reimbursement therefor from make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the assets failure of the Trustprior Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions relating to the prior Servicer imposed by any regulatory authority having jurisdiction over the prior Servicer. No appointment of a successor Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Seller and, except in the case of the appointment of the Indenture Trustee as successor Servicer (when no consent shall be required), the Seller, the Majority Securityholders and the Issuer shall have consented thereto. Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act as Servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 6.01(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee will as promptly as practicable after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), if notice is sent and such Successor Servicer will accept its appointment by a written assumption in a form acceptable to the Holders) receives Indenture Trustee. If a notice of termination pursuant Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (without further action will automatically be appointed the Successor Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or such other successor Servicer as is approved agent in accordance with this Agreement) shall be Section 3.01(a). At any time following the successor in all respects to appointment of the Servicer in its capacity Indenture Trustee as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingSuccessor Servicer, the parties hereto agree that Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee, in Trustee will be relieved of all its capacity duties as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture TrusteeTrustee will, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that if it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, petition at the Indenture Trustee shall appoint (with the consent expense of the Majority Certificateholder) or petition Servicer a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 Person qualifying as an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder; provided, that . The Indenture Trustee will give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned a Successor Servicer. Notwithstanding anything herein to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereundercontrary, unless in no event will the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach by such Servicer differential in the amount of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee the Servicing Fee paid hereunder and such successor shall take such action, consistent with this Agreement, as shall be the amount necessary to effectuate induce any such succession. All reasonable Servicing Transfer Costs shall be paid by Person to act as Successor Servicer under this Agreement and the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)transactions contemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingof this Agreement; provided, the parties hereto agree however, that the Indenture Trusteepredecessor Servicer shall remain liable for, in its capacity as and the successor ServicerServicer shall have no liability for, immediately will assume all of the any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all such indemnification obligations of the Servicer without regard to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that whether it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivestill Servicer hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of medium and heavy duty bus, truck and trailer receivables, as the successor to the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivethis Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Fitch, Inc. and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to Fitch, Inc. and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From (i) On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01, or is permitted to resign 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 such other another successor Servicer as is approved in accordance with this Agreement) servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer 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 such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee or another successor servicer and such successor the Indenture Trustee shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in which case connection with the successor Servicer or 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 entitled obligated to reimbursement therefor from the assets of the Trust).pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, [the Additional Servicing Fee, ]Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by [Rating Agency Name] and [Rating Agency Name] or is otherwise acceptable to [Rating Agency Name] and [Rating Agency Name]) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedPooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivethis Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by S&P Global Ratings and Xxxxx’x Investors Service, Inc. or is otherwise acceptable to S&P Global Ratings and Xxxxx’x Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From (i) On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01, or is permitted to resign 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 such other another successor Servicer as is approved in accordance with this Agreement) servicer selected by the Note Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer 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 such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee and such or another successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in which case connection with the successor Servicer or transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee, as successor servicer, or any other successor servicer shall be entitled obligated to reimbursement therefor 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 assets proceeds of the Trust)related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Note Insurer. Furthermore, neither the Indenture Trustee nor the successor servicer shall be obligated to fund any resulting discrepancy or shortfall in the Collection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee shall provide the successor servicer with an officer’s certificate that contains: (i) a complete description of all Events of Default by the Servicer under the Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge which have not been fully cured and (ii) confirmation that the Servicer Remittance Report and the reports described in Sections 5.09 and 5.10 have been timely filed by the Servicer with the Indenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Standard & Poor’s Ratings Services and Fitch Ratings, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedPooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and -------------------------------------------------- after the time receipt by the Servicer (of a Termination Notice pursuant to Section ------- 7.1, the Servicer shall continue to perform all servicing functions under this --- Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor --------- Servicer"), and such Successor Servicer shall accept its appointment by a -------- written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if notice is sent the long-term unsecured debt obligations of Seller -------- ------- are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the HoldersIndenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) receives the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a notice similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of termination pursuant the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) without further action shall automatically be appointed the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the successor Successor Servicer hereunder. Notwithstanding anything else herein to the Servicer hereunder contrary, in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)servicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 6.01(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee will as promptly as practicable after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), if notice is sent and such Successor Servicer will accept its appointment by a written assumption in a form acceptable to the Holders) receives Indenture Trustee. If a notice of termination pursuant Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (without further action will automatically be appointed the Successor Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or such other successor Servicer as is approved agent in accordance with this Agreement) shall be Section 3.01(a). At any time following the successor in all respects to appointment of the Servicer in its capacity Indenture Trustee as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingSuccessor Servicer, the parties hereto agree that Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee, in Trustee will be relieved of all its capacity duties as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture TrusteeTrustee will, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that if it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, petition at the Indenture Trustee shall appoint (with the consent expense of the Majority Certificateholder) or petition Servicer a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 Person qualifying as an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder; provided, that . The Indenture Trustee will give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned a Successor Servicer. Notwithstanding anything herein to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereundercontrary, unless in no event will the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach by such Servicer differential in the amount of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee the Servicing Fee paid hereunder and such successor shall take such action, consistent with this Agreement, as shall be the amount necessary to effectuate induce any such succession. All reasonable Servicing Transfer Costs shall be paid by Person to act as Successor Servicer under this Agreement and the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)transactions contemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (may with the consent of the Majority Certificateholder) Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that any such successor Master Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Master Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Master Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Master Servicer. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedprovided that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment Theappointment 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by a Servicer of a Termination Notice pursuant to Section 10.01, such Servicer shall continue to perform all servicing functions under this Agreement, the Base Indenture and any Series Supplement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by such Servicer (and the Indenture Trustee. The Indenture Trustee shall notify each Rating Agency, if notice is sent the Trust and the Owner Trustee of such removal of a Servicer. The Indenture Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04, Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee (or such other is unable to obtain any bids from any potential successor servicer and the Servicer as is approved in accordance with this Agreement) shall be the successor in all respects delivers an Officer's Certificate to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents effect that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as in good faith cure the Servicer would have been entitled Default which gave rise to hereunder if no such notice of termination or resignation had been given. Notwithstanding the abovea Termination Notice, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) and if the Indenture Trustee is legally unable to act as Successor Servicer, then the Indenture Trustee shall notify each Enhancement Provider of the proposed sale of the Originator Receivables serviced by such Servicer and shall provide each such Enhancement Provider an opportunity to bid on such Originator Receivables and shall offer the Seller the right of first refusal to purchase such Originator Receivables on terms equivalent to the best purchase offer as determined by the Indenture Trustee (which shall be the average bid quoted by two recognized dealers for similar securities rated in comparable rating categories by each Rating Agency and having a remaining maturity approximately equal to the remaining maturity of each Series), but in no event less than an amount equal to the Aggregate Investor Interest on the date of such purchase plus all interest accrued but unpaid on all of the outstanding Notes at the applicable Note Rate through the date of such purchase and any other amounts owed to Noteholders, as specified in the related Series Supplement for each Series; provided, however, that if (i) the AIG Support Agreement is not in effect at the time of such purchase and (ii) the short-term unsecured debt obligations or long-term unsecured debt obligations of the Seller (or any Affiliate of the Seller that may agree at such time to guarantee payment of such purchase price) are not rated at the time of such purchase at least P-3 or Baa3, respectively, by Moody's, no such purchase by the Seller shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee and, if Moody's is a Rating Agency with respect to any Series of Notes outstxxxxxx, to Moody's, that such purchase would not constitute a fraudulent conveyance of the Seller. The proceeds of such sale shall be deposited in the Payment Account, or any Series Account, as provided in the related Series Supplement, for distribution to the Noteholders of each outstanding Series pursuant to Section 12.5 of the Base Indenture. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when such Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institutionfinancial institution having, bank or other mortgage loan or home equity loan servicer in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of receivables comparable to the Receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and -------------------------------------------------- after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingof this Agreement; provided, the parties hereto agree -------- however, that the Indenture Trusteepredecessor Servicer shall remain liable for, in its capacity as and the ------- successor ServicerServicer shall have no liability for, immediately will assume all of the any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, -------- further, that NFC shall remain liable for all such indemnification obligations ------- of the Servicer without regard to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that whether it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivestill Servicer hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of medium and heavy duty truck, bus and trailer receivables, as the successor to the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall -------- ------- be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedprovided that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Xxxxx’x Investors Service, Inc. and Fitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedPooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04hereof, the Indenture Trustee (or such other successor Servicer as is approved shall, to the extent provided in accordance with this Agreement) shall Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding applicable law including the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer obligation to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not advances pursuant to exceed 90 days) before the transition of servicing obligations is fully effectiveSection 4.01. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation the Master Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is unwilling has become the successor to act as successor the Master Servicer or (ii) if the Indenture Trustee is legally unable so to actin accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall appoint (with the consent of the Majority Certificateholder) be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth servicing institution the appointment of which does not less than $50,000,000 adversely affect the then current rating of the Notes by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided. Any successor Master Servicer shall be an institution that is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and that is willing to service the Mortgage Loans and executes and delivers to the Issuing Entity and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer (other than liabilities and indemnities of the Master Servicer under Section 5.03 hereof incurred prior to termination of the Master Servicer under Section 6.01), with like effect as if originally named as a party to this Agreement; and provided further that each Rating Agency acknowledges that its rating of the Notes in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. No appointment of any such a successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Master Servicer hereunder shall be effective until the Indenture Trustee shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Rating Agencies Indenture Trustee to each Noteholder. The Indenture Trustee shall not resign as evidenced by servicer until a letter to successor servicer has been appointed and has accepted such effect from the Rating Agenciesappointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall shall, subject to Section 3.04 hereof, act in such capacity as hereinabove provided. At least 15 calendar days prior to the effective date of any such appointment, (x) the Indenture Trustee shall provide written notice to the Depositor of such successor pursuant to this Section 6.02 and (y) such successor master servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. In the event that the Indenture Trustee assumes the duties of the Master Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor master servicer. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee it and such successor shall agree, not to exceed ; provided that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementhereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or Neither the Indenture Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Master Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 5.05. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.2, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee may, if it is unwilling to act as successor Servicer so act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appointfor the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long-term unsecured debt rating from Moody's of at least Baa3 (unless such requirement is expressly waived by Moody's) and (iii) whose regular business includes the servicing of dealer floor plan automotive receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, under this Agreement and the Pooling and Servicing Agreement (except that the appointment of any such successor Servicer will shall not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes be liable for any liabilities incurred by the Rating Agencies as evidenced by a letter to such effect from the Rating Agenciesany predecessor Servicer). Pending appointment of a Any successor to the Servicer hereunder, unless shall automatically agree to be bound by the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedterms and provisions of any Series Enhancement Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Collections as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and Fitch Ratings, Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Standard & Poor’s Ratings Services and Fitch Ratings, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedPooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedPROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 above or is permitted to resign sends a notice pursuant to Section 5.046.04 hereof, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) hereof and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b) hereof) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 hereof (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 hereof, to pay any deductible under an insurance policy pursuant to Section 3.14 3.04 hereof or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06 hereof), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor Servicer (the “Successor Servicer”), if notice is sent subject to the consent of any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Holders) receives Indenture Trustee. If a notice of termination pursuant Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (or such other successor without further action shall automatically be appointed the Successor Servicer as is approved and shall so serve in accordance with the terms hereof until another Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with this Agreement) shall be the successor in all respects to the Servicer in Section 7.2. The Indenture Trustee may delegate any of its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (to an affiliate or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been givenagent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, (i) if the Indenture Trustee shall, if it is legally unable so to act or is unwilling to act as successor Successor Servicer or (ii) if the Indenture Trustee and is legally unable so to actappoint a Successor Servicer, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appointappoint any Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Owner Trustee, the Rating Agencies, any established housing Agent, the Residual Interestholder and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that Interestholders upon the appointment of any such successor Servicer will not result a Successor Servicer. Notwithstanding anything herein or in the qualification, reduction or withdrawal of the ratings assigned Indenture to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereundercontrary, unless in no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach by such Servicer differential in the amount of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee the Servicing Fee paid hereunder and such successor shall take such action, consistent with this Agreement, as shall be the amount necessary to effectuate induce any such succession. All reasonable Servicing Transfer Costs shall be paid by Successor Servicer to act as Successor Servicer under this Agreement and the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)transactions contemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become, the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned shall be acceptable to the Notes by the Rating Agencies Enhancer, as evidenced by a letter to such effect from the Rating AgenciesEnhancer's prior written consent, which consent shall not be unreasonably withheld. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.11 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.05 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 6.01(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee will provide prior written notice to the Back-up Servicer of the date of termination of the Servicer and, if notice is sent upon the termination of the Servicer in accordance with the preceding sentence, the Back-up Servicer will automatically become the successor servicer (the "Successor Servicer") hereunder without further action. In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs and expenses relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer ("Transition Costs"). Up to $_______ of such Transition costs (in the aggregate for this agreement and each other Transfer and Servicing Agreement) will be paid by the Holders) receives Indenture Trustee, with the consent of the Servicer (such consent not to be unreasonably withheld, delayed or conditioned), from amounts on deposit in the Back-up Servicer Reserve Account within 30 days of the delivery to the Indenture Trustee and the Servicer of a notice detailed billing statement setting forth such Transition Costs. Any transaction Costs in excess of termination such amount will be paid to the Back-up Servicer pursuant to Section 6.01 or 4.04(a) of the Indenture Supplements. In no event will the Indenture Trustee be personally responsible for the payment of any Transition Costs. If no Back-up Servicing Agreement is permitted to resign pursuant to Section 5.04in effect at the time of the giving of a Termination Notice, the Indenture Trustee (or such other successor will as promptly as practicable after the giving of a Termination Notice appoint an Eligible Servicer as is approved the "Successor Servicer", and such Successor Servicer will accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action will automatically be appointed the Successor Servicer. The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with this Agreement) shall be Section 3.01(a). At any time following the successor in all respects to appointment of the Servicer in its capacity Indenture Trustee as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingSuccessor Servicer, the parties hereto agree that Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee, in Trustee will be relieved of all its capacity duties as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture TrusteeTrustee will, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that if it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, petition at the Indenture Trustee shall appoint (with the consent expense of the Majority Certificateholder) or petition Servicer a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 Person qualifying as an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder; provided, that . The Indenture Trustee will give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned a Successor Servicer. Notwithstanding anything herein to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereundercontrary, unless in no event will the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach by such Servicer differential in the amount of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee the Servicing Fee paid hereunder and such successor shall take such action, consistent with this Agreement, as shall be the amount necessary to effectuate induce any such succession. All reasonable Servicing Transfer Costs shall be paid by Person to act as Successor Servicer under this Agreement and the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)transactions contemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) From On -------------------------------------------------- and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing functions ----------- under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment ------------------ by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if notice is sent the long-term unsecured debt obligations -------- ------- of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the HoldersIndenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) receives the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a notice similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of termination pursuant the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) without further action shall automatically be appointed the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the successor Successor Servicer hereunder. Notwithstanding anything else herein to the Servicer hereunder contrary, in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)servicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become, the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivepredecessor Servicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned shall be acceptable to the Notes by the Rating Agencies Enhancer, as evidenced by a letter to such effect from the Rating AgenciesEnhancer’s prior written consent, which consent shall not be unreasonably withheld. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.11 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.05 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor Servicer (including the Indenture Trustee) 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation compensa tion therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedPROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal with- drawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other another successor Servicer as is approved in accordance with this Agreement) satisfactory to the Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from (without taking into account the Rating AgenciesPolicy). Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall may agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other shall appoint a successor Servicer as is approved servicer in accordance with this Agreement) 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 be appoint a successor Servicer or shall itself become the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its successionhereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicerservicer, immediately will assume all of the obligations of the Servicer to make advancesadvances hereunder. Notwithstanding During such 90 day period, neither the foregoingIndenture Trustee nor any successor servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, any successor servicer other than the Indenture Trustee (or shall be entitled to such other compensation as it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor Servicer) servicer, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to Section 3.05(a)(i) of the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Servicer 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 act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedprovided that any such successor servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the appointment of any such successor Servicer servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter Agencies, if determined without regard to such effect from the Rating AgenciesCredit Enhancement Instrument. Pending appointment of a successor to the Servicer 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 in such capacity as itself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee Credit Enhancer and such successor shall agree, not to exceed together with the Servicing FeeTransition Costs of the successor servicer, which shall be paid by the predecessor Servicer). The appointment of a successor Servicer 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 Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.14 3.04 or to reimburse indemnify the Indenture Trustee, the Trust, the Credit Enhancer and the Owner Trustee pursuant to Section 3.066.06), nor shall any successor Servicer servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer predecessor servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and -------------------------------------------------- after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04------- 7.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the ---- Servicer in its capacity as servicer under this Agreement and the Titling Trust Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Titling Trust Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoingTitling Trust Servicing Agreement; provided, the parties hereto agree however, that the Indenture Trusteepredecessor -------- ------- Servicer shall remain liable for, in its capacity as and the successor ServicerServicer shall have no liability for, immediately will assume all of the any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall -------- ------- remain liable for all such indemnification obligations of the Servicer without regard to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that whether it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivestill Servicer hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of receivables of the type included in the Collateral, as the successor to the Servicer hereunder under this Agreement and the Titling Trust Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedTitling Trust Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that -------- ------- permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).Titling Trust Servicing

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations Servicer's immediate termination, or the Servicer's receipt of the Servicer to make advances. Notwithstanding the foregoingnotice if required by Section 9.01, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) at any time if the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 8.04 or the Servicer is unwilling removed as Servicer pursuant to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to actthis Article IX, the Indenture Trustee shall appoint (with be the consent of Notwithstanding the Majority Certificateholder) above, the Indenture Trustee shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having servicing institution acceptable to the Rating Agencies that has a net worth of not less than $50,000,000 15,000,000, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, that at the appointment direction of the Indenture Trustee, to the successor servicer. The compensation of any such successor Servicer will not result servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees and other servicing compensation in the qualificationform of assumption fees, reduction late payment charges or withdrawal of otherwise. In the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless event the Indenture Trustee is prohibited by law from so actingrequired to solicit bids as provided herein, the Indenture Trustee shall act in such capacity as hereinabove providedsolicit, by public announcement, bids from banks and mortgage servicing institutions meeting the qualifications set forth above. In connection with such appointment and assumption, Such public announcement shall specify that the successor servicer shall be entitled to receive the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation out in the form of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (assumption fees, late payment charges or otherwise. Within thirty days after any such other compensation as public announcement, the Indenture Trustee shall negotiate and such successor shall agreeeffect the sale, not transfer and assignment of the servicing rights and responsibilities hereunder to exceed the Servicing Fee)qualified party submitting the highest qualifying bid. The appointment of a successor Servicer Indenture Trustee shall not affect deduct from any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse sum received by the Indenture Trustee pursuant from the successor to Section 3.06the Servicer in respect of such sale, nor shall transfer and assignment all costs and expenses of any successor Servicer be liable for public announcement and of any acts or omissions sale, transfer and assignment of the predecessor Servicer or for any breach by such Servicer servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Monthly Advances. After such deductions, the remainder of its representations or warranties contained herein or in any related document or agreementsuch sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor The Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation agrees to pay such costs, such costs shall be paid by the successor Servicer or cooperate with the Indenture Trustee (and any successor servicer in which case effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Pending appointment of a successor to the Servicer or hereunder, the Indenture TrusteeTrustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Business Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 6.03 or otherwise as provided in this Agreement. The Servicer, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as applicable, shall be entitled necessary to reimbursement therefor from the assets of the Trust)effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time date the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 10.01 hereof, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is permitted to resign removed as servicer pursuant to this Article X, then, subject to Section 5.044.07 hereof, the Indenture Trustee (or such other shall appoint a successor Servicer as is approved in accordance with this Agreement) shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding hereof; provided, however, that the foregoingsuccessor servicer shall not be liable for any actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the parties hereto agree Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee, in its capacity Trustee serves as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingservicer, the Indenture Trustee, Trustee in its such capacity as successor Servicer, shall not be responsible liable for any servicing of the lack Home Loans prior to its date of information and/or documents that it canappointment and shall not obtain through reasonable effortsbe subject to any obligations to repurchase any Home Loans. It is understood and agreed by the parties hereto that there will The successor servicer shall be a period of transition (not obligated to exceed 90 days) before the transition of servicing obligations is fully effectivemake Servicing Advances hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) servicer appointed pursuant to the following paragraph, shall be entitled to such compensation as all funds relating to the Home Loans which the Servicer would have been entitled to hereunder receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if no such notice the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the Servicer after removal or resignation had been givenshall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. Notwithstanding The compensation of any successor servicer (including, without limitation, the aboveIndenture Trustee) so appointed shall be the Servicing Fee, (i) if together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is unwilling required to act as solicit bids to appoint a successor Servicer or (ii) if the Indenture Trustee is legally unable so to actservicer, the Indenture Trustee shall appoint (with solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the consent successor servicer shall be entitled to the full amount of the Majority Certificateholder) or petition a court Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of competent jurisdiction the servicing rights and responsibilities hereunder to appoint, the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as sum received by the Indenture Trustee from the successor to the Servicer hereunder in the assumption respect of such sale, transfer and assignment all or costs and expenses of any part public announcement and of any sale, transfer and assignment of the responsibilitiesservicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, duties or liabilities the remainder of such sum shall be paid by the Indenture Trustee to the Servicer hereunder; providedat the time of such sale, that transfer and assignment to the appointment of Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor The Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation agrees to pay such costs, such costs shall be paid by the successor Servicer or cooperate with the Indenture Trustee (and any successor servicer in which case effecting the successor Servicer or termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture TrusteeTrustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be entitled held liable by reason of any failure to reimbursement therefor from make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the assets failure of the TrustServicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except in the case of the appointment of the Indenture Trustee as successor to the Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented thereto. Pending appointment of a successor to the Servicer hereunder, the Indenture Trustee shall act as servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Home Loans as it and such successor servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.03 hereof, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.046.01, the Indenture Trustee (or such other shall appoint a successor Servicer as is approved in accordance with this Agreement) meeting the criteria described below and, if it does not appoint a successor, or until the successor's appointment takes effect, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoinghereof, including without limitation, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer obligation to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Monthly Advances and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivepay Compensating Interest. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding In the aboveevent the Indenture Trustee fails to appoint a successor Servicer, (i) if and the Indenture Trustee is unwilling or legally unable to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to actitself, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or it may petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank institution or other any institution that regularly services non-conforming residential mortgage loans that is then servicing a non-conforming residential mortgage loan or home equity loan servicer portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $50,000,000 10,000,000, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedprovided that any such successor Servicer (other than the Indenture Trustee) shall be acceptable to the Bond Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings implied rating assigned to the Notes Bonds by any Rating Agency, without taking into account the Rating Agencies as evidenced by a letter to such effect from existence of the Rating AgenciesBond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to the compensation which excess of that permitted the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the hereunder. The Indenture Trustee and such successor shall agreetake such action, not consistent with this Agreement, as shall be necessary to exceed the Servicing Fee)effect any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which that may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Issuer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as Each of the Rating Agencies shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by given written notice of the predecessor Servicer upon presentation appointment of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the a successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled pursuant to reimbursement therefor from the assets of the Trust)this Section.

Indenture Trustee to Act; Appointment of Successor. (af) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingLoan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.063.04), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign pursuant to gives notice of its resignation under clause (i) of Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingprovided, the parties hereto agree however, that any liability of the Indenture Trustee, Trustee in its capacity as successor Servicer, immediately will assume all master servicer shall be limited to the extent such liability results from an inability to fulfill its responsibilities and duties as successor master servicer due to any failure on the part of the obligations of the original Master Servicer to make advances. Notwithstanding deliver the foregoing, the Indenture Trustee, documentation and cash amounts referred to in Section 7.01 or otherwise fulfill its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given, including, without limitation, any investment earnings on any Eligible Investments hereunder to which the Master Servicer would have been entitled. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution that is then servicing a __________ loan portfolio and having all licenses, bank or other mortgage loan or home equity loan servicer having permits and approvals required by applicable law, and a net worth of not less than $50,000,000 ________ as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage ____________ Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 3.08 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation The appointment of reasonable documentation of such costsa successor Master Servicer, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or including the Indenture Trustee, shall not affect any liability of a predecessor Master Servicer that may have arisen under this Servicing Agreement prior to its termination as applicableMaster Servicer (including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer, including the Indenture Trustee, be entitled to reimbursement therefor from liable for any acts or omissions of any predecessor Master Servicer or for any breach by such predecessor Master Servicer or the assets Depositor of the Trust)any of their representations or warranties contained herein or in any related document or agreement.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.047.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including the Basic Servicing Fee, [the Additional Servicing Fee, ] Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) which has a long term debt rating that falls within an investment grade category by [Rating Agency] or is otherwise acceptable to [Rating Agency] and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that under this Agreement and the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedPooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall associated with the resignation of the Servicer and the appointment of a successor Servicer will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (from amounts in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)Trust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingPurchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled to reimbursement therefor from responsible for the assets lack of the Trust)information and/or documents that it cannot obtain through reasonable efforts.

Indenture Trustee to Act; Appointment of Successor. (a) From On and -------------------------------------------------- after the time date the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 10.01, or 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 permitted to resign removed as Servicer pursuant to this Article X, then, subject to Section 5.044.08, the Indenture Trustee (or such other Trustee, with the consent of the Majority Securityholders, shall appoint a successor Servicer as is approved in accordance with this Agreement) shall acceptable to the Rating Agencies to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding hereof; provided, however, that the foregoingsuccessor Servicer shall not be liable for any actions of any Servicer prior to it; provided further, however, that if a successor Servicer cannot be retained in a timely manner, the parties hereto agree Indenture Trustee shall act as successor Servicer and shall assume the responsibilities of the Servicer hereunder. In the event that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all Trustee assumed the responsibilities of the obligations of the Servicer pursuant to make advances. Notwithstanding the foregoingthis Section 10.02, the Indenture TrusteeTrustee will become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its capacity obligations as successor ServicerServicer hereunder or, alternatively, shall not retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The successor Servicer shall be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not obligated to exceed 90 days) before the transition of servicing obligations is fully effectivemake Servicing Advances hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) Servicer appointed pursuant to this Section 10.02, shall be entitled to such compensation all Servicing Compensation as the provided in this Agreement. The Servicer would have been shall not be entitled to hereunder any termination fee if no such notice it is terminated pursuant to Section 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination termination. Any collections received by the prior Servicer after its removal or resignation had been givenshall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Notwithstanding The compensation of any successor Servicer (including, without limitation, the aboveIndenture Trustee) so appointed shall be the Servicing Fee, (i) if together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is unwilling required to act as solicit bids to appoint a successor Servicer or (ii) if the Indenture Trustee is legally unable so to actServicer, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appointsolicit, any established by public announcement, bids from housing and home finance institutioninstitutions, bank or other banks and mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor Servicer shall be entitled to the Servicer hereunder in the assumption of all or any part full amount of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingpublic announcement, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment negotiate and assumptioneffect the sale, transfer and assignment of the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal servicing rights and responsibilities hereunder to the compensation which qualified party submitting the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementhighest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the successor Servicer. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionsuccession of a successor Servicer. All reasonable Servicing Transfer Costs shall be paid by the predecessor The Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation agrees to pay such costs, such costs shall be paid by the successor Servicer or cooperate with the Indenture Trustee (in which case the and any successor Servicer or in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture TrusteeTrustee or such successor Servicer, as applicable, all documents and records reasonably requested by the applicable party to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor Servicer shall be entitled held liable by reason of any failure to reimbursement therefor from make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the assets failure of the Trustprior Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions relating to the prior Servicer imposed by any regulatory authority having jurisdiction over the prior Servicer. No appointment of a successor Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Seller and, except in the case of the appointment of the Indenture Trustee as successor Servicer (when no consent shall be required), the Seller, the Majority Securityholders and the Issuer shall have consented thereto. Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act as Servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions trans actions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation compensa tion therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedPROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal with drawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From In the time the Servicer (and event that the Indenture Trustee, if notice is sent by Trustee becomes the Holders) receives a notice of termination pursuant to Replacement Property Manager and/or Replacement Special Servicer in accordance with Section 6.01 or is permitted to resign pursuant to Section 5.043.6, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer Property Manager or the Special Servicer, as applicable, by the terms and provisions hereof arising on and after its succession. Notwithstanding hereof; provided that any failure to perform such duties or responsibilities caused by the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Property Manager's or Special Servicer, immediately will assume all of the obligations of the Servicer 's failure to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, cooperate or to provide information or monies required by Section 3.6 shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed considered a default by the parties hereto that there will Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be a period liable for any of transition (not to exceed 90 days) before the transition representations and warranties of servicing obligations is fully effectivethe terminated party or for any losses incurred by the terminated party. As compensation therefortherefore, the Indenture Trustee (or such other successor Servicer) shall be entitled to such all fees and other compensation as which the Servicer terminated party would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) for future services rendered if the Indenture Trustee is unwilling terminated party had continued to act hereunder. No appointment of a Replacement Property Manager or Replacement Special Servicer, as successor Servicer or (ii) if applicable, hereunder shall be effective until the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent assumption of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption such party of all or any part of the its responsibilities, duties or and liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingand pending such appointment and assumption, the Indenture Trustee shall act in such capacity as hereinabove herein provided. In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation, which shall accrue from the date of such appointment and assumption, of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which Leases or otherwise as it, the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee Certificate Insurer and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse Issuer, the Indenture Trustee pursuant to Section 3.06Trustee, nor shall any successor 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 such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Servicer Advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer, including the obligations to make Servicer Advances which have been or will be required to be made, by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement (other than Servicer Advances deemed recoverable and not previously made), (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, and provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the a Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesEvent. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (avii) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Sponsor under the foregoingLoan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.063.04), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 [_________] as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (and of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, if notice is sent until a date mutually agreed upon by the HoldersServicer and Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer which nominee shall be selected by the Indenture Trustee as the Successor Servicer. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer, the Indenture Trustee has not appointed the Transferor's nominee and the Servicer delivers to the Indenture Trustee an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Indenture Trustee shall notify each Enhancement Provider that a sale of the Receivables is proposed and shall provide each Enhancement Provider an opportunity to bid on the Receivables and shall offer the Transferor the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Indenture Trustee, but in no event less than an amount equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in the Excess Funding Account and any principal funding account with respect to any Series) receives a notice on the date of termination such purchase plus all accrued but unpaid interest on the Notes of all Series at the applicable Note Interest Rates through the end of the applicable interest accrual periods of such Series plus any other unpaid amounts required to be paid pursuant to this Section 6.01 7.2 under any Indenture Supplement; provided, however, that, if the Transferor shall not have a rating of P-3 or is permitted Baa3 or higher by Moody's and BBB- or higher by Standard & Poor's, no such reassignment shall occur unless the Transferor shall deliver to resign pursuant the Indenture Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to Section 5.04the Indenture Trustee that such reassignment would not constitute a fraudulent conveyance. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreementtrustee hereunder) without further action shall automatically be appointed the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the successor Successor Servicer hereunder. Notwithstanding anything to the Servicer hereunder contrary in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as the entire amount of the reassignment deposit amount shall be necessary distributed to effectuate the Noteholders of the related Series on the subsequent Distribution Date for such Series pursuant to the related Indenture Supplement (except for amounts payable to any such succession. All reasonable Servicing Transfer Costs Enhancement Provider under the applicable Enhancement Agreement, which amounts shall be paid by the predecessor Servicer upon presentation of reasonable documentation of distributed to such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the TrustEnhancement Provider.).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.046.01, the Indenture Trustee (or such other shall appoint a successor Servicer as is approved in accordance with this Agreement) meeting the criteria described below and, if it does not appoint a successor, or until the successor's appointment takes effect, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoinghereof, including without limitation, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer obligation to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Monthly Advances and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivepay Compensating Interest. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding In the aboveevent the Indenture Trustee fails to appoint a successor Servicer, (i) if and the Indenture Trustee is unwilling or legally unable to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to actitself, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or it may petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank institution or other any institution that regularly services non-conforming residential mortgage loans that is then servicing a non-conforming residential mortgage loan or home equity loan servicer portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $50,000,000 10,000,000, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, provided that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the then current ratings assigned to the Notes Bonds by the any Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesAgency. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to the compensation which excess of that permitted the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the hereunder. The Indenture Trustee and such successor shall agreetake such action, not consistent with this Agreement, as shall be necessary to exceed the Servicing Fee)effect any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which that may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Issuer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as Each of the Rating Agencies shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by given written notice of the predecessor Servicer upon presentation appointment of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the a successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled pursuant to reimbursement therefor from the assets of the Trust)this Section.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign resigns pursuant to Section 5.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its successionhereof. Notwithstanding the foregoingabove, if the parties hereto agree that Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and record keeping, as provided in Section 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (may with the consent of the Majority CertificateholderInsurer (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 with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $50,000,000 15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent, which consent shall not be unreasonably withheld; and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter without regard to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.08 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedPROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment Theappointment 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.2, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee may, if it is unwilling to act as successor Servicer so act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appointfor the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long-term unsecured debt rating from Xxxxx’x of at least Baa3 (unless such requirement is expressly waived by Xxxxx’x) and (iii) whose regular business includes the servicing of dealer floor plan automotive receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, under this Agreement and the Pooling and Servicing Agreement (except that the appointment of any such successor Servicer will shall not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes be liable for any liabilities incurred by the Rating Agencies as evidenced by a letter to such effect from the Rating Agenciesany predecessor Servicer). Pending appointment of a Any successor to the Servicer hereunder, unless shall automatically agree to be bound by the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedterms and provisions of any Specified Support Arrangement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Collections as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time date the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 10.01 hereof, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is permitted to resign removed as servicer pursuant to this Article X, then, subject to Section 5.044.07 hereof, the Indenture Trustee (or such other shall appoint a successor Servicer as is approved in accordance with this Agreement) shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding hereof; provided, however, that the foregoingsuccessor servicer shall not be liable for any actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the parties hereto agree Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee, in its capacity Trustee serves as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingservicer, the Indenture Trustee, Trustee in its such capacity as successor Servicer, shall not be responsible liable for any servicing of the lack Home Loans prior to its date of information and/or documents that it canappointment and shall not obtain through reasonable effortsbe subject to any obligations to repurchase any Home Loans. It is understood and agreed by the parties hereto that there will The successor servicer shall be a period of transition (not obligated to exceed 90 days) before the transition of servicing obligations is fully effectivemake Servicing Advances hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) servicer appointed pursuant to the following paragraph, shall be entitled to such compensation as all funds relating to the Home Loans which the Servicer would have been entitled to hereunder receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if no such notice the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the Servicer after removal or resignation had been givenshall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. Notwithstanding The compensation of any successor servicer (including, without limitation, the aboveIndenture Trustee) so appointed shall be the Servicing Fee, (i) if together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is unwilling required to act as solicit bids to appoint a successor Servicer or (ii) if the Indenture Trustee is legally unable so to actservicer, the Indenture Trustee shall appoint (with solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the consent successor servicer shall be entitled to the full amount of the Majority Certificateholder) or petition a court Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of competent jurisdiction the servicing rights and responsibilities hereunder to appoint, the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as sum received by the Indenture Trustee from the successor to the Servicer hereunder in the assumption respect of such sale, transfer and assignment all or costs and expenses of any part public announcement and of any sale, transfer and assignment of the responsibilitiesservicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, duties or liabilities the remainder of such sum shall be paid by the Indenture Trustee to the Servicer hereunder; providedat the time of such sale, that transfer and assignment to the appointment of Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate effect any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor The Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation agrees to pay such costs, such costs shall be paid by the successor Servicer or cooperate with the Indenture Trustee (and any successor servicer in which case effecting the successor Servicer or termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture TrusteeTrustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be entitled held liable by reason of any failure to reimbursement therefor from make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the assets failure of the TrustServicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except in the case of the appointment of the Indenture Trustee as successor to the Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented thereto.

Indenture Trustee to Act; Appointment of Successor. (a) From On -------------------------------------------------- and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing functions ----------- under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment ------------------- by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if notice is sent the long-term unsecured debt obligations -------- ------- of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the HoldersIndenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) receives the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a notice similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of termination pursuant the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) without further action shall automatically be appointed the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the successor Successor Servicer hereunder. Notwithstanding anything else herein to the Servicer hereunder contrary, in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)servicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Servicing Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer 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 such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes or the ratings that are in effect by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The successor servicer shall be entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the servicing to the successor servicer. The appointment of a successor Servicer servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 3.12 or to reimburse indemnify the Indenture Trustee and other Persons pursuant to Section 3.063.26, nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by In the predecessor event of a Servicer upon presentation Event of reasonable documentation of such costsTermination, and if such predecessor Servicer defaults in its obligation notwithstanding anything to pay such coststhe contrary above, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case and the successor Issuer hereby agree that upon delivery to the Indenture Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer or within ten Business Days of when notification of such event shall have been provided to the Indenture Trustee, whereunder the Servicer shall resign as applicableServicer under this Servicing Agreement, the Indenture Trustee shall appoint the Servicing Rights Pledgee or its designee as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be entitled subject to reimbursement therefor from the assets terms of the Trust)this Servicing Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) From -------------------------------------------------- On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its ------------------ appointment by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall offer Seller the right to accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, -------- ------- that if notice is sent the long-term unsecured debt obligations of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the HoldersIndenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall be equal to the higher of the sum of (i) receives the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a notice similar security rated in the highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the remaining maturity of termination pursuant the Notes. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) without further action shall automatically be appointed the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the successor Successor Servicer hereunder. Notwithstanding anything else herein to the Servicer hereunder contrary, in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)servicing fee.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.2, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for herein in this Agreement and the Pooling and Servicing Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on of this Agreement and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood Pooling and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicing Agreement. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee may, if it is unwilling to act as successor Servicer so act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appointfor the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000, (ii) a long-term unsecured debt rating from Moody’s of at least Baa3 (unless such requirement is expressly waived by Moody’s) and (iii) whose regular business includes the servicing of dealer floor plan automotive receivables, as the successor to the Servicer hereunder under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, under this Agreement and the Pooling and Servicing Agreement (except that the appointment of any such successor Servicer will shall not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes be liable for any liabilities incurred by the Rating Agencies as evidenced by a letter to such effect from the Rating Agenciesany predecessor Servicer). Pending appointment of a Any successor to the Servicer hereunder, unless shall automatically agree to be bound by the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedterms and provisions of any Specified Support Arrangement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Collections as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse and the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementPooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From (a) On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint at the direction of the Enhancer or, if the Enhancer fails to make such direction, petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (as pledgee of the Mortgage Loans shall itself become, or such other successor Servicer as is approved in accordance with this Agreement) shall be appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and as soon as practicable, but in no event later than 90 days after its successionthe Indenture Trustee becomes successor servicer. Notwithstanding the foregoingDuring such 90 day period, the parties hereto agree that Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer 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 such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned shall be acceptable to the Notes by the Rating Agencies Enhancer, as evidenced by a letter to such effect from the Rating AgenciesEnhancer's prior written consent, which consent shall not be unreasonably withheld. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.11 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.05 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by Notwithstanding the predecessor Servicer upon presentation of reasonable documentation of such costsforegoing, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, in its capacity as applicablesuccessor Servicer, shall not be entitled responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to reimbursement therefor take any action that the Indenture Trustee is legally prohibited from the assets of the Trust)taking by applicable law.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (may with the consent of the Majority Certificateholder) Insurer, and shall, at the direction of the Insurer, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Class A Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. At least 15 calendar days prior to the effective date of any such appointment, (x) the Servicer shall provide written notice to the Depositor of such successor servicer and (y) such successor servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer. In the event that the Indenture Trustee assumes the duties of the Servicer as set forth herein, the Indenture Trustee shall provide the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a Successor Servicer. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of 84 any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Master Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveMaster Servicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedprovided that any such successor Master Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days after the time date the Master Servicer (and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 7.01 or sends a resignation notice pursuant to Section 6.04, the Indenture Trustee, if notice is sent by as pledgee of the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.04Mortgage Loans, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement Master Servicer hereunder and with respect to the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingprovided, however, the parties hereto agree that Indenture Trustee will use its reasonable best efforts to perform the duties of the Master Servicer prior to the end of such 90-day period. Nothing in any Basic Document shall be construed to permit or require the Indenture TrusteeTrustee to (i) be responsible or accountable for any act or omission of any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, immediately will assume all of the obligations of the 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 to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not hereunder or (iv) be responsible for the lack representations or warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveany such prior Master Servicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer or (ii) if the Indenture Trustee is legally unable so to act, then the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) may appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $50,000,000 10,000,000 as the successor to the Master Servicer hereunder in the assumption of with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities of the Servicer hereunder; provided, that such successor Master Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of any such successor Master Servicer will not would result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned determined without regard to the Notes by Policy. Notwithstanding the Rating Agencies as evidenced by a letter to such effect from foregoing, pending the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting (which shall be evidenced by an Opinion of Counsel of a law firm of national reputation provided by the Indenture Trustee to the Enhancer), the Indenture Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Master Servicer would otherwise have received pursuant to Section 3.18 3.10 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which that may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06Master Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the any predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreementother Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor Servicer (the "Successor Servicer"), if notice is sent subject to the consent of any Enhancement Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Holders) receives Indenture Trustee. In the event that a notice of termination pursuant Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an affiliate or such other successor Servicer as is approved agent in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement Sections 3.1 and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given6.7. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of wholesale receivables as the successor Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Servicer hereunder in Owner Trustee, the assumption of all or Rating Agencies, any part of Enhancement Providers, any Agents, the responsibilities, duties or liabilities of Residual Interestholder and the Servicer hereunder; provided, that Noteholders upon the appointment of any such successor Servicer will not result a Successor Servicer. Notwithstanding anything herein or in the qualification, reduction or withdrawal of the ratings assigned Indenture to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereundercontrary, unless in no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach by such Servicer differential in the amount of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee the Servicing Fee paid hereunder and such successor shall take such action, consistent with this Agreement, as shall be the amount necessary to effectuate induce any such succession. All reasonable Servicing Transfer Costs shall be paid by Successor Servicer to act as Successor Servicer under this Agreement and the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)transactions contemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other shall appoint a successor Servicer as is approved servicer in accordance with this Agreement) 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 be appoint a successor Servicer or shall itself become the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its successionhereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicerservicer, immediately will assume all of the obligations of the Servicer to make advancesadvances hereunder. Notwithstanding During such 90 day period, neither the foregoingIndenture Trustee nor any successor servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, any successor servicer other than the Indenture Trustee (or shall be entitled to such other compensation as it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor Servicer) servicer, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to Section 3.05(a)(i) of the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Servicer 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 act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedprovided that any such successor servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the appointment of any such successor Servicer servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter Agencies, if determined without regard to such effect from the Rating AgenciesCredit Enhancement Instrument. Pending appointment of a successor to the Servicer 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 in such capacity as itself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other compensation as the Indenture Trustee Credit Enhancer and such successor shall agree, not to exceed together with the Servicing FeeTransition Costs of the successor servicer, which shall be paid by the predecessor Servicer). The appointment of a successor Servicer 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 Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.14 3.04 or to reimburse indemnify the Indenture Trustee, the Issuer, the Credit Enhancer and the Owner Trustee pursuant to Section 3.066.06), nor shall any successor Servicer servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer predecessor servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) on behalf of the Noteholders shall be the successor in all respects to the Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingMortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any losses on any Eligible Investment directed by any other Servicer, shall not or (v) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent on behalf of the Majority CertificateholderMortgage Collateral holders 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, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedPROVIDED that any such successor Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (and of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the 37 Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, if notice is sent until a date mutually agreed upon by the HoldersServicer and Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer which nominee shall be selected by the Indenture Trustee as the Successor Servicer. The Indenture Trustee may obtain bids from any potential successor servicer. The Indenture Trustee shall not be liable for any differential between the Monthly Servicing Fee and any amount necessary to engage a Successor Servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer, the Indenture Trustee has not appointed the Transferor's nominee and the Servicer delivers to the Indenture Trustee an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Indenture Trustee shall notify each Enhancement Provider that a sale of the Receivables is proposed and shall provide each Enhancement Provider an opportunity to bid on the Receivables and shall offer the Transferor the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Indenture Trustee, but in no event less than an amount equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in the Excess Funding Account and any principal funding account with respect to any Series) receives a notice on the date of termination such purchase plus all accrued but unpaid interest on the Notes of all Series at the applicable Note Interest Rates through the end of the applicable interest accrual periods of such Series plus any other unpaid amounts required to be paid pursuant to this Section 6.01 7.2 under any Indenture Supplement; provided, however, that, if the Transferor shall not have a rating of P-3 or is permitted Baa3 or higher by Moody's and BBB- or higher by Standard & Poor's, no such reassignment shall occur unless the Transferor shall deliver to resign pursuant the Indenture Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to Section 5.04the Indenture Trustee that such reassignment would not constitute a fraudulent conveyance. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreementtrustee hereunder) without further action shall automatically be appointed the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the successor Successor Servicer hereunder. Notwithstanding anything to the Servicer hereunder contrary in this Agreement, the assumption of all or any part entire amount of the responsibilities, duties or liabilities reassignment deposit amount shall be distributed to the Noteholders of the Servicer hereunder; providedrelated Series on the subsequent Distribution Date for such Series pursuant to the related Indenture Supplement (except for amounts payable to any Enhancement Provider under the applicable Enhancement Agreement, that which amounts shall be distributed to such Enhancement Provider). Promptly after the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so actingSuccessor Trustee, the Indenture Trustee Transferor shall act in such capacity as hereinabove provided. In connection with furnish written notification of such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign resigns pursuant to Section 5.046.04 herein, the Indenture Trustee (or such other a previously agreed upon successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivehereof. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, or the Insurer can direct the Indenture Trustee to appoint or petition a court of competent jurisdiction for the appointment of, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Insurer, as evidenced by the Insurer's prior written consent (which consent shall not be unreasonably withheld); and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 3.09 herein (or such other lesser compensation as the Indenture Trustee and such successor shall may agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an any insurance policy obtained and maintained pursuant to Section 3.14 3.05 herein or to reimburse indemnify the Trust and the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).91

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time receipt by the Servicer (of a Termination Notice pursuant to Section 7.1, the Servicer shall continue to perform all servicing ----------- functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor Servicer (the "Successor Servicer"), if notice is sent subject to the consent of any Enhancement ------------------ Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Holders) receives Indenture Trustee. In the event that a notice of termination pursuant Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to Section 6.01 or is permitted to resign pursuant to Section 5.04act as Servicer, the Indenture Trustee (without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an affiliate or such other successor Servicer as is approved agent in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement Sections 3.1 and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given6.7. Notwithstanding the above, (i) if ------------ --- the Indenture Trustee is unwilling to act as successor Servicer or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer institution having a net worth of not less than $50,000,000 100,000,000 and whose regular business includes the servicing of wholesale receivables as the successor Successor Servicer hereunder. The Indenture Trustee shall immediately give notice to the Servicer hereunder in Owner Trustee, the assumption of all or Rating Agencies, any part of Enhancement Providers, any Agents, the responsibilities, duties or liabilities of Residual Interestholder and the Servicer hereunder; provided, that Noteholders upon the appointment of any such successor Servicer will not result a Successor Servicer. Notwithstanding anything herein or in the qualification, reduction or withdrawal of the ratings assigned Indenture to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereundercontrary, unless in no event shall the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach by such Servicer differential in the amount of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee the Servicing Fee paid hereunder and such successor shall take such action, consistent with this Agreement, as shall be the amount necessary to effectuate induce any such succession. All reasonable Servicing Transfer Costs shall be paid by Successor Servicer to act as Successor Servicer under this Agreement and the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust)transactions contemplated hereby.

Indenture Trustee to Act; Appointment of Successor. (a) From On ---------------------------------------------------- and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 or is permitted to resign pursuant to Section 5.048.02, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoingof this Agreement; provided, the parties hereto agree however, that the Indenture Trusteepredecessor Servicer shall remain liable for, in its capacity as and -------- ------- the successor ServicerServicer shall have no liability for, immediately will assume all of the any indemnification obligations of the Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; and provided, further, that NFC shall remain liable for all -------- ------- such indemnification obligations of the Servicer without regard to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that whether it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectivestill Servicer hereunder. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to hereunder under this Agreement if no such notice of termination or resignation had been givengiven including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees and shall be entitled to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Servicer act, or (ii) shall, if the Indenture Trustee it is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $50,000,000 100,000,000 and (ii) whose regular business includes the servicing of medium and heavy duty truck, bus and trailer receivables, as the successor to the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedunder this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation Receivables as the Indenture Trustee it and such successor shall agree; provided, not to exceed however, that no -------- ------- such compensation shall be in excess of that permitted the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor 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 agreementAgreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 6.01 7.01 or is permitted to resign sends a notice pursuant to Section 5.046.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Agreement) pledgee of the Mortgage Loans shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on hereof. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and after liabilities of the initial Servicer in its succession. Notwithstanding capacity as Seller under the foregoingPurchase Agreement, (ii) be responsible or accountable for any act or omission of the parties hereto agree that Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoingpurchase, the Indenture Trusteerepurchase or substitute any Mortgage Loan, in its capacity as successor (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, shall not or (vi) be responsible for the lack representations and warranties of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effectiveServicer. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the aboveforegoing, (i) if the Indenture Trustee is (x) unwilling to act as successor Servicer Servicer, or (iiy) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent as pledgee of the Majority CertificateholderMortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in the qualificationa Rating Event, reduction or withdrawal of the ratings assigned if determined without regard to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating AgenciesPolicy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which that the Servicer would otherwise have received pursuant to Section 3.18 3.09 (or such other lesser compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which 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 3.14 3.04 or to reimburse indemnify the Indenture Trustee pursuant to Section 3.066.06), nor shall any successor 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 such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).