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

Indenture Trustee to Act; Appointment of Successor. On and after the date the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof, the Indenture Trustee shall appoint a successor servicer to 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; provided, however, that the successor 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 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 pursuant to Section 9.04 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof, the Indenture Trustee shall appoint a successor 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; , provided, however, that the successor servicer Indenture Trustee shall not be liable for any actions of any servicer prior to it; and, provided further, and that if a successor servicer cannot be retained in a timely manner, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderadvances or payments pursuant to Sections 7.11, 7.12, 4.05, 4.10 or 4.14 or otherwise but only to the extent the Indenture Trustee, as the case may be, determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to each such advance by a certification of a Responsible Officer of the Indenture Trustee, as the case may be. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Principal and Interest Account pursuant to Section 5.01(c) hereof as 4.04 if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.03 hereofSections 5.01 and 5.03. The Servicer Notwithstanding the above, the Indenture Trustee may, if it shall not be entitled unwilling to any termination fee so act, or shall, if it is terminated pursuant unable to Section 10.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee so act or if the Majority Securityholders so request in writing to the date Indenture Trustee, appoint, or petition a court of terminationcompetent jurisdiction to appoint, any established mortgage loan servicing institution satisfying the Rating Agency Condition that has a net worth of not less than $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. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing FeeFees, together with other Servicing Compensation provided for hereinservicing compensation in the form of assumption fees, late payment charges or otherwise. In the event the Indenture Trustee is required to solicit bids to appoint a successor serviceras provided herein, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicershousing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to, with respect to the Loans each would be servicing, the full amount of the aggregate Servicing Fee and Servicing Compensation provided for hereinFees relating to such Loans as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within 30 thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trusteeand Monthly Advances. 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 the Principal and Interest 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it 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 SecurityholderNoteholder and each Certificateholder, the Issuer and the Depositor and, except in the case of the appointment of the Indenture Trustee shall have consented thereto. The Indenture Trustee shall not resign as servicer until a successor servicer has been appointed. Pending appointment of a successor to the Servicer (when hereunder, 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 out of payments on Loans as it and such successor shall agree; provided, however, that no consent such compensation shall be required)in excess of that permitted the Servicer pursuant to Section 5.03 or otherwise as provided in this Agreement. The Servicer, the DepositorIndenture Trustee, the Majority Noteholders Owner Trustee, any Custodian and the Issuer such successor shall have consented theretotake such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 above or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 hereof to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (i) immediately assume the duties of the Master Servicer or (ii) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06 of this Agreement, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Xxxxxx Xxx- or Freddie Mac-approved servicer, and with respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Indenture Trustee or, at the direction Master Servicer. Pending appointment of the Indenture Trustee, a successor to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall negotiate agree; provided, however, that the provisions of Section 5.06 of this Agreement shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Servicer; provided, however, that the successor servicer shall not be liable for any actions of any servicer prior to it; andIndenture Trustee, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer. In , shall be required to make any required Advances to the event the Indenture Trustee assumes the responsibilities of extent that 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated failed to make Servicing Advances hereundersuch Advances. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(cabove, (i) hereof as if the Servicer had continued Indenture Trustee is unwilling to act as successor 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 or petition a court of competent jurisdiction to appoint any established hous- ing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $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 Bond Insurer, as evidenced by the Bond 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 Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor to the Servicer hereunder, together 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 other Servicing Compensation in such appointment and assumption, 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 successor shall be entitled to any accrued and unpaid Servicing Fee receive compensation out of payments on Mortgage Loans in an amount equal to the date of termination. Any collections received by compensation which the Servicer after removal would otherwise have received pursuant to Section 3.15 (or resignation shall be endorsed by it to such lesser compensation as the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the Indenture Trustee, predecessor Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Servicer (including, without limitation, the Indenture Trustee) so appointed obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insur- ance policy pursuant to Section 3.11 or to indemnify the Inden- ture Trustee pursuant to Section 5.06), nor shall any successor Servicer be the Servicing Fee, together with other Servicing Compensation provided liable for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On ---------------------------------------------------- and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof8.02, the Indenture Trustee shall appoint a successor 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 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 hereofof this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and -------- ------- the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee NFC shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities remain liable for all -------- ------- such indemnification obligations of the Servicer pursuant without regard 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 whether it is still 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including, but not limited to, the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Total 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 Fee and Supplemental Servicing Fees and shall be entitled to any accrued and unpaid Servicing Fee to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the date of termination. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000 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 (ii) whose regular business includes the servicing rights of medium and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no -------- ------- such compensation shall be in excess of that permitted the Servicer at the time of such sale, transfer and assignment to the Servicer's successorunder this Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and (a) Within 90 days after the date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 10.01 hereof, 7.01 or the Indenture Trustee receives the sends a 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 removed as servicer notice pursuant to this Article X, then, subject to Section 4.07 hereof6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions 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; hereof provided, however, the 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 Trustee 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, purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If the Indenture Trustee is (i) unwilling to act as successor Master Servicer or (ii) legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities hereunder; provided, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor servicer shall not be liable for any actions Master Servicer would result in a Rating Event. Notwithstanding the foregoing, pending the appointment of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely mannerMaster Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as successor Servicerprovided above. In connection with such appointment and assumption, the event successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as the Indenture Trustee assumes the responsibilities and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer pursuant that may have arisen under this Agreement prior to this Section 10.02its termination as Master Servicer, 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 nor shall any successor Master 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges acts 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 shall 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. The compensation omissions of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidBasic Document. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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; provided, however, that of this Agreement and the successor 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 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 Pooling 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderAgreement. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Basic Servicing Fee, together with other [the Additional Servicing Compensation provided for hereinFee, ]Investment Earnings and Supplemental Servicing Fees. In Notwithstanding the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) a long term unsecured debt rating from [Rating Agency] of at least [ ] (unless such requirement is expressly waived by [Rating Agency]) 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 (iii) whose regular business includes the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights and responsibilities hereunder responsibilities, duties or liabilities of the Servicer under this Agreement and the amount of any unpaid Pooling and Servicing Fees Agreement. In connection with such appointment and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at under this Agreement and the time of such sale, transfer Pooling and assignment to the Servicer's successorServicing Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate Costs associated with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure resignation of the Servicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over and the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall will be effective until written notice of such proposed appointment shall have been provided paid by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except from amounts 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 theretoTrust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Indenture Trustee or, at the direction Master Servicer. Pending appointment of the Indenture Trustee, a successor to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall negotiate agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee shall appoint a successor 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; provided, however, that the successor 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 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 hereof arising on and in good standing in each Mortgaged Property State the laws of which require licensing or qualification in order to perform after 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereundersuccession. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(cabove, (i) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required unwilling to solicit bids act as successor 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 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 $25,000,000 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 Note Insurer, as evidenced by the Note 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 without giving effect to the Note Insurance Policy. Pending appointment of a successor servicerto the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall solicitact in such capacity as hereinabove provided. In connection with such appointment and assumption, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the full amount of compensation which the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any Servicer would otherwise have received pursuant to Section 3.09 (or such public announcement, lesser compensation as the Indenture Trustee and such successor shall negotiate and effect the sale, transfer and assignment agree). The appointment of a successor Servicer shall not affect any liability of the servicing rights and responsibilities hereunder 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 3.05 or to indemnify the qualified party submitting Indenture Trustee pursuant to Section 5.07), nor shall any successor Servicer be liable for any acts or omissions of the highest qualifying bidpredecessor 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 shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 pay to the Servicer hereunder shall be effective until written notice the amount, if any, paid by a successor servicer for the servicing rights, after payment of such proposed appointment shall have been provided the expenses of sale and amounts owed 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 terminated Servicer to the Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented theretoTrust.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the date time the Master Servicer receives sends a notice of termination pursuant to clause (i) of Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.03, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the predecessor Master Servicer, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Monthly Advances to the extent that the Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance, no later than the related Master Servicer Remittance Date. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; and, provided further, that if the Notes by the Rating Agencies (as evidenced by a letter to such effect delivered by the Rating Agencies). Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, 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 predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.03. To the extent these fees and costs are not paid by the Master Servicer and are incurred by any successor servicer in effecting Master Servicer, such fees and costs will be reimbursable to the termination of successor Master Servicer by the Servicer's servicing responsibilities and rights hereunder and Trust. The successor Master Servicer shall promptly provide the Indenture Trustee or cause such successor servicer, as applicable, all documents and records reasonably requested by it assignment to enable it to assume the Servicer's functions hereunder and shall promptly also transfer be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect such assignment was recorded. In the event of a Servicing Default, notwithstanding anything to the Home Loans. Neither contrary above, the Indenture Trustee nor any other successor servicer shall be held liable and the Depositor hereby agree that upon delivery to the Indenture Trustee by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 Servicing Rights Pledgee of a successor to letter signed by the Master Servicer hereunder shall be effective until written notice within ten Business Days of when notification of such proposed appointment event shall have been provided by to the Trustee, whereunder the Master Servicer shall resign as Master Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed 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 subject to the terms of this Agreement. If the Servicing Rights Pledgee either does not satisfy the requirements for a successor Master Servicer under this Section 6.03 or does not agree to be subject to the terms of this Agreement, the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except shall appoint another successor Master Servicer as provided elsewhere 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 theretothis Section.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor 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 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; provided, however, that the successor 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 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderAgreement. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Basic Servicing Fee, together with other Investment Earnings and Supplemental Servicing Compensation provided for hereinFees. In Notwithstanding the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by [Rating Agency Name] and Servicing Compensation provided for herein. Within 30 days after any such public announcement[Rating Agency Name], the Indenture Trustee shall negotiate or is otherwise acceptable to [Rating Agency Name] and effect the sale, transfer [Rating Agency Name] and assignment of (iii) whose regular business includes the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from of motor vehicle related receivables, as the successor to the Servicer under this Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at the time of such sale, transfer and assignment to the Servicer's successorunder this Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate Costs associated with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure resignation of the Servicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over and the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall will be effective until written notice of such proposed appointment shall have been provided paid by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except from amounts 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 theretoTrust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 7.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 6.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 5.09 and 5.10, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $15,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Indenture Trustee or, at the direction Policy) will not be lowered as a result of the Indenture Trustee, selection of the successor to the successor servicerMaster Servicer. The compensation Pending appointment of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerto the Master Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall negotiate agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 9.01 or the Indenture Trustee receives the resignation a notice of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is removed as servicer determination pursuant to this Article X, then, subject to Section 4.07 hereof8.05, the Indenture Trustee shall appoint a successor servicer to 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, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the successor servicer Indenture Trustee will not assume any obligations of CITSF pursuant to Section 3.02 or be obligated to deposit any net loss on an investment directed by a predecessor Servicer pursuant to Section 5.01(b), and (ii) the Indenture Trustee shall not be liable for any actions acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by CITSF of any servicer prior of its representations and warranties contained herein or in any related document or agreement. The Indenture Trustee and any successor Servicer shall have no responsibility for failure of CITSF and any predecessor Servicer to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, deliver to the Indenture Trustee shall act as or such successor Servicer. In Servicer any property or funds belonging to the event Trust, including but not limited to the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02funds, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensedrecords, qualified Contracts 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderContract Files. As compensation therefor, the successor servicer appointed pursuant to the following paragraphIndenture Trustee shall, shall except as provided in this Section 9.02, be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant above, the Indenture Trustee may, if it shall be unwilling so to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunderact, together with other Servicing Compensation in the form of assumption feesor shall, 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 legally unable so to Section 10.01 hereof but shall be entitled act, appoint, or petition a court of competent jurisdiction to any accrued and unpaid Servicing Fee appoint, an Eligible Servicer as the successor to the date Servicer hereunder in the assumption of termination. Any collections received by all or any part of the responsibilities, duties or liabilities of the Servicer after removal or resignation shall be endorsed by it hereunder. Pending appointment of a successor to the Indenture Trustee and remitted directly to the Indenture Trustee orServicer hereunder, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event unless the Indenture Trustee is required to solicit bids to appoint a successor servicerprohibited by law from so acting, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicersact in such capacity as hereinabove provided. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee In connection with such appointment and Servicing Compensation provided for herein. Within 30 days after any such public announcementassumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall negotiate and effect agree; provided, however, that no such compensation shall, without the sale, transfer and assignment written consent of 100% of the servicing rights and responsibilities hereunder to Securityholders, be in excess of the qualified party submitting the highest qualifying bidServicing Fee. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after (a) Within 90 days of the date time the RMBS Master Servicer receives sends a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be become the successor in all respects to the RMBS Master Servicer in its capacity as RMBS Master Servicer under this RMBS Master 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 RMBS Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this RMBS Master Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor RMBS Master Servicer to (i) be responsible or accountable for any act or omission of the predecessor RMBS Master Servicer, (ii) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for the representations and warranties of the RMBS Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor RMBS Master Servicer, shall be required to make any Monthly Advances to the extent that the RMBS Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the RMBS Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor RMBS Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the RMBS Master Servicer hereunder in the assumption of all or any actions part of any servicer prior to it; andthe responsibilities, provided further, that if duties or liabilities of the RMBS Master Servicer hereunder. Pending appointment of a successor servicer cannot be retained in a timely mannerto the RMBS Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the RMBS Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor RMBS Master Servicer shall not affect any liability of the Indenture Trustee, predecessor RMBS Master Servicer which may have arisen under this RMBS Master Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as RMBS Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event obligation to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall RMBS Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor RMBS Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment RMBS Master Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this RMBS Master Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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 hereofof this Agreement and the Titling Trust Servicing Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee Navistar Financial shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities remain liable for all such indemnification obligations of the Servicer pursuant without regard 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 whether it is still 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000 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 (ii) whose regular business includes the servicing rights of medium and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from heavy duty bus, truck and trailer receivables, as the successor to the Servicer under this Agreement and the Titling Trust Servicing Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights and responsibilities hereunder responsibilities, duties or liabilities of the Servicer under this Agreement and the amount of any unpaid Titling Trust Servicing Fees Agreement. In connection with such appointment and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at under this Agreement and the time of such sale, transfer and assignment to the Servicer's successorTitling Trust Servicing Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after Upon the date the Servicer receives a Master Servicer's receipt of notice of termination pursuant to Section 10.01 hereof, 8.01 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 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.04, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the previous Master Servicer. As compensation therefor, 77 the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement. Pending appointment of any such successor Master Servicer, the Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the successor 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, Master Servicer under this Agreement without the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities consent 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidInsurer. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof8.2, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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; provided, however, that of this Agreement and the successor 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 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 Pooling 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderAgreement. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, if it is unwilling to so act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction for the appointment of, a successor (i) having a net worth of not less than $100,000,000, (ii) a long-term unsecured debt rating from Xxxxx’x of at least Baa3 (unless such requirement is expressly waived by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee Xxxxx’x) 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 (iii) whose regular business includes the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from of dealer floor plan automotive receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in respect the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement (except that such sale, transfer successor shall not be liable for any liabilities incurred by any predecessor Servicer). Any successor to the Servicer shall automatically agree to be bound by the terms and assignment all costs and expenses provisions of any public announcement Specified Support Arrangement. In connection with such appointment and of any saleassumption, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of Collections as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at under this Agreement and the time of such sale, transfer Pooling and assignment to the Servicer's successorServicing Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement and the Pooling and Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 9.01 hereof or the Indenture Trustee receives the resignation a notice of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is removed as servicer determination pursuant to this Article X, then, subject to Section 4.07 8.05 hereof, the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer shall appoint a successor servicer to 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, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor servicer Servicer will not assume any obligations of CITSF pursuant to Section 3.02 hereof or be obligated to deposit any net loss on an investment directed by a predecessor Servicer pursuant to Section 5.01(b) hereof, and (ii) the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer shall not be liable for any actions acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by CITSF of any servicer prior of its obligations contained herein or in any related document or agreement. The Indenture Trustee and any successor Servicer shall have no responsibility for failure of CITSF and any predecessor Servicer to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, deliver to the Indenture Trustee shall act as or such successor Servicer. In Servicer any property or funds belonging to the event Trust, including but not limited to the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02funds, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensedrecords, qualified Contracts 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderContract Files. As compensation therefor, the successor servicer appointed pursuant to the following paragraphIndenture Trustee shall, shall except as provided in this Section 9.02, be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant above, the Indenture Trustee (or, if no Notes are outstanding, the Owner Trustee) or any successor Servicer may, if it shall be unwilling so to Section 5.01(c) hereof act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as if the successor to the Servicer had continued hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Notwithstanding the foregoing sentence, so long as the Insurer is the Controlling Party, the Insurer shall have the right to designate any successor Servicer. Notwithstanding anything herein nor in the Indenture to the contrary, in no event shall the Indenture Trustee or the successor Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as servicer successor Servicer under this Agreement and the transactions set forth or provided for therein. Pending appointment of a successor to the 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event unless the Indenture Trustee is required to solicit bids to appoint a successor servicerprohibited by law from so acting, the Indenture Trustee shall solicitact in such capacity as hereinabove provided. In connection with such appointment and assumption, by public announcementthe Indenture Trustee (or, bids from Eligible Servicers. Such public announcement if no Notes are outstanding, the Owner Trustee) may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall specify agree; provided, however, that no such compensation shall, without the successor servicer shall written consent of not less than 66-2/3% of the principal amount of the Notes and Certificate Balance of the Certificates, be entitled to the full amount in excess of the Servicing Fee and calculated based on a 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 Fee Rate of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid1.00%. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (i) immediately assume the duties of the Master Servicer or (ii) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Xxxxxx Xxx- or Freddie Mac-approved servicer, and with respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Indenture Trustee or, at the direction Master Servicer. Pending appointment of the Indenture Trustee, a successor to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall negotiate agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Fannie Mae- or Freddie Mac-approvxx xxrxxxer, xxx xxxh respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Indenture Trustee or, at the direction Master Servicer. Pending appointment of the Indenture Trustee, a successor to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as the Company and such successor shall negotiate agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the 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, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $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; PROVIDED, that any such successor Master Servicer shall not be liable for any actions acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; and, provided further, that if the Bonds by the Rating Agencies or the ratings assigned to the Bonds without taking into account the Bond Insurance Policy. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment Master Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 8.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 7.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.07, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, with the consent of the Note Insurer (so long as no Note Insurer Default exists), appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee and remitted directly receives a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Indenture Trustee or, at the direction Policy) will not be lowered as a result of the Indenture Trustee, selection of the successor to the successor servicerMaster Servicer. The compensation Pending appointment of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerto the Master Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs as it and such successor shall negotiate agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 7.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint a successor servicer an affiliate of the Indenture Trustee to be become 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 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; providedhereof as soon as practicable, however, that the successor 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 but in a timely manner, no event later than 90 days after the Indenture Trustee becomes successor Servicer. 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. In , to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the event the Indenture Trustee assumes the responsibilities representations and warranties 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderServicer. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(c) hereof as foregoing, if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required (x) unwilling to solicit bids act as successor Servicer itself or to appoint a an affiliate to become successor servicerServicer, or (y) legally unable so to act, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount as pledgee of the Servicing Fee Mortgage 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 any established housing and Servicing Compensation provided for herein. Within 30 days after any such public announcementhome finance institution, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment bank or other mortgage loan servicer having a net worth of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from not less than $10,000,000 as the successor to the Servicer hereunder in respect the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such salesuccessor Servicer shall be acceptable to the Enhancer, transfer as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and assignment all costs and expenses provided further, that the appointment of any public announcement and such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of any salea successor to the Servicer hereunder, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by 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 provided 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 that the Servicer at would otherwise have received pursuant to Section 3.09 (or such other compensation as the time Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such sale, transfer and assignment to the Servicer's successorServicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with Notwithstanding the foregoing, the Indenture Trustee and any successor servicer Trustee, in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 its capacity as successor to Servicer, shall not be responsible for the Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented theretolack of information and/or documents that it cannot obtain through reasonable efforts.

Indenture Trustee to Act; Appointment of Successor. On and after Within 90 days of the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to clause (i) of Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; PROVIDED that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; andthe Class 1-A-1, provided furtherClass 1-A-2, that if Class 1-A-3, Class 2-A, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2 and Class 2-B Bonds by the Rating Agencies. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, 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 any successor servicer in effecting the termination of the Servicer's servicing responsibilities to execute and rights hereunder and shall promptly provide the Indenture Trustee or deliver such successor servicerother notices, as applicable, all documents and records reasonably requested by it other instruments as may be necessary or desirable to enable it effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to assume the successor Master Servicer's functions hereunder . The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall promptly also transfer cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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 hereofof this Agreement and the Titling Trust Servicing Agreement; provided, however, that if the successor servicer shall not be liable Backup Servicer satisfies the criteria for any actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely mannerspecified below, the Indenture Trustee shall act promptly appoint the Backup Servicer as the successor Servicer. In ; provided, further, that the event predecessor Servicer shall remain liable for, and the Indenture Trustee assumes the responsibilities successor Servicer shall have no liability for, any indemnification obligations of the Servicer pursuant to this Section 10.02arising as a result of acts, omissions or occurrences during the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensedperiod in which the predecessor Servicer was the Servicer; and provided, 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 orfurther, alternatively, that NFC 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be remain liable for any servicing all such indemnification obligations of the Home Loans prior Servicer without regard to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances whether it is still Servicer hereunder. As compensation therefor, the successor servicer appointed pursuant to Indenture Trustee or the following paragraph, Backup Servicer shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including, but not limited to, the Note Distribution Account pursuant to Section 5.01(c) hereof as Total Servicing Fee and Supplemental Servicing Fees. Notwithstanding the above, if the Indenture Trustee does not appoint the Backup Servicer had continued to act as the successor servicer hereunderthen the Indenture Trustee may, 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 legally unable to Section 10.01 hereof but shall be entitled so act, appoint, or petition a court of competent jurisdiction to any accrued appoint, a successor (i) having a net worth of not less than $100,000,000 or whose majority owner is, either directly or indirectly, a Person having a net worth on a consolidated basis of not less than $100,000,000 and unpaid Servicing Fee to (ii) whose regular business includes the date servicing of termination. 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, at the direction receivables of the Indenture Trusteetype included in the Collateral, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from as the successor to the Servicer under this Agreement and the Titling Trust Servicing Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights and responsibilities hereunder responsibilities, duties or liabilities of the Servicer under this Agreement and the amount of any unpaid Titling Trust Servicing Fees Agreement. In connection with such appointment and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at under this Agreement and the time of such sale, transfer and assignment to the Servicer's successorTitling Trust Servicing Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the Upon termination of the Servicer's servicing responsibilities Servicer and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 after appointment of a successor Servicer, the Servicer shall reasonably cooperate with such successor Servicer to notify all Obligors to cease remitting payments to bank accounts and lock boxes controlled by the Servicer and to instead remit payment directly to any bank accounts and lock boxes designated by such successor Servicer. If at any time on or after the date on which the Servicer is terminated the Servicer receives any payment from any Obligor, then the Servicer shall promptly forward the amount of such payment, along with copies of any remittances or other documentation accompanying such payment, 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 theretoServicer.

Indenture Trustee to Act; Appointment of Successor. On and -------------------------------------------------- after the date the Servicer receives a notice of termination pursuant to Section 10.01 hereof10.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion opinion of Counsel counsel or accompanied by the consents required by Section 9.04 hereof9.04, or the Servicer is removed as servicer Servicer pursuant to this Article X, then, subject to Section 4.07 hereof4.08, the Indenture Trustee Trustee, with the consent of the Majority Securityholders, shall appoint a successor servicer Servicer acceptable to the Rating Agencies to 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; provided, however, that the successor servicer Servicer shall not be liable for any actions of any servicer Servicer prior to it; and, provided further, however, that if a successor servicer Servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor ServicerServicer and shall assume the responsibilities of the Servicer hereunder. In the event that the Indenture Trustee assumes assumed 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 qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that who is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer Servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer Servicer appointed pursuant to the following paragraphthis Section 10.02, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 hereofthis Agreement. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01 hereof 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the prior Servicer after its removal or resignation shall 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 servicerServicer. The compensation of any successor servicer Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerServicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicershousing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor servicer Servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such successionsuccession of a successor Servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicerServicer, as applicable, all documents and records reasonably requested by it 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 servicerServicer, as applicable, all amounts which then have been or should have been deposited in any Trust the Collection 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 Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution payment hereunder or any portion thereof caused by (i) the failure of the prior Servicer to deliver, or any delay in delivering, cash, documents or records to it it, or (ii) restrictions relating to the prior Servicer imposed by any regulatory authority having jurisdiction over the Servicer hereunderprior Servicer. 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 Seller and, except in the case of the appointment of the Indenture Trustee as successor to the Servicer (when no consent shall be required), the DepositorSeller, the Majority Noteholders 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. On and -------------------------------------------------- after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof8.02 unless and until the Controlling Party has designated a successor Servicer, 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereofwhich has accepted such appointment, the Indenture Trustee shall appoint a successor 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 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 hereofof this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely mannerALS shall remain liable for all such indemnification obligations of the Servicer without regard to whether it is still Servicer hereunder. As compensation therefor, the Indenture Trustee or a successor Servicer designated by the Controlling Party shall act be entitled to reimbursement of costs and expenses incurred in the transfer and conversion of the electronic records relating to the Loans received from the predecessor Servicer, together with such compensation (whether payable out of the Collection Account or otherwise) as successor Servicerthe Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Total Servicing Fee and Supplemental Servicing Fees. In the event the Indenture Trustee assumes becomes the responsibilities of successor Servicer, it hereby reserves the Servicer right to terminate any then-existing sub-servicing agreements as may be entered into pursuant to this Section 10.027.04 hereof. Notwithstanding the above, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensedmay, 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer if it shall be obligated unwilling so to make Servicing Advances hereunder. As compensation thereforact, the successor servicer appointed pursuant to the following paragraphor shall, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 legally unable so to Section 10.01 hereof but shall be entitled act, appoint, or petition a court of competent jurisdiction to any accrued and unpaid Servicing Fee appoint, a successor (i) having a net worth of not less than $10,000,000, (ii) acceptable to the date of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee Insurer and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trusteeiii) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 whose regular business includes the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from of equipment loans, as the successor to the Servicer under this Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree, subject to the consent of the Insurer if the Insurer is the Controlling Party; provided, that if a successor Servicer at is appointed and assumes the time duties of such salesuccessor Servicer hereunder, transfer and assignment the Basic Servicing Fee Rate used to calculate the Basic Servicing Fee payable to the Servicer's successorsuccessor Servicer shall be a rate agreed upon by such successor Servicer and the person or group appointing it hereunder but not in excess of 1.0% unless the Rating Agency Condition has been satisfied. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The So long as the Insurer is the Controlling Party, unless the Controlling Party shall otherwise consent, no removal or resignation of the Servicer agrees shall (other than under Section 8.02(a) with respect to cooperate with a Servicer Default under Section 8.01(c) or (d)) become effective until the Indenture Trustee and any Trustee, the Back-up Servicer under Section 3.14 or another successor servicer in effecting Servicer acceptable to the termination of Insurer shall have assumed the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 obligations in any Trust Account maintained by the Servicer or which are thereafter received accordance with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretothis Section 8.03.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Master Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 6.01 hereof, the Indenture Trustee shall appoint a successor servicer shall, to the extent provided in Section 3.04, be the successor in all respects to the Master 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 Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the successor servicer shall not be liable for any actions of any servicer prior obligation to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer make advances 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder4.01. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds fees, costs and expenses relating to the Home Mortgage Loans which that the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Master Servicer had continued to act as servicer hereunder. Notwithstanding the foregoing, 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 shall be endorsed by it to the Indenture Trustee and remitted directly has become the successor to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together Master Servicer in accordance with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerSection 6.01 hereof, the Indenture Trustee may, if it shall solicitbe unwilling to so act, or shall, if it is prohibited by public announcementapplicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so act, bids from Eligible Servicers. Such public announcement shall specify that appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Notes by each Rating Agency as the successor servicer to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any successor Master Servicer shall be entitled an institution that is a Fxxxxx Mae and Fxxxxxx 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 full amount Issuer and the Indenture Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the Servicing Fee rights, powers, duties, responsibilities, obligations and Servicing Compensation 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 for hereinfurther 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. Within 30 days after any such public announcement, No appointment of a successor to the Master Servicer hereunder shall be effective until the Indenture Trustee shall negotiate have consented thereto, and effect written notice of such proposed appointment shall have been provided by the sale, transfer and assignment of the servicing rights and responsibilities hereunder Indenture Trustee to the qualified party submitting the highest qualifying bideach Noteholder. The Indenture Trustee shall deduct from any sum received by not resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee, unless the Indenture Trustee is prohibited by law from the successor so acting, shall, subject to the Servicer Section 3.04 hereof, act in respect of such salecapacity as hereinabove provided. In connection with such appointment and assumption, 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 unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the Servicer at the time compensation of such sale, transfer successor out of payments on Mortgage Loans as it and assignment to such successor shall agree; provided that no such compensation shall be in excess of that permitted the Servicer's successorMaster Servicer hereunder. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable 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 caused by (i) the or any failure of the Servicer to deliverperform, or any delay in deliveringperforming, 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) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Master Servicer hereunder. No appointment shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of a successor Mortgage in recordable form to transfer the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by Mortgage from MERS to the Indenture Trustee and to each Securityholderexecute 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 Issuer and MERS® System to the Depositor and, except successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the case of the appointment of appropriate recording office. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee as successor to promptly upon receipt of the Servicer (when no consent shall be required), original with evidence of recording thereon or a copy certified by the Depositor, the Majority Noteholders and the Issuer shall have consented theretopublic recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Mortgage Loan Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fxxxxx Mae- or Fxxxxxx Mac-approved servicer, and with other Servicing Compensation respect to a successor to the Master Servicer only, having a net worth of not less than $15,000,000, as the successor to the Master Servicer hereunder in the form assumption of assumption feesall or any part of the responsibilities, late payment charges duties or otherwise as provided in Section 7.03 hereof. The liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes 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 lowered as a result of the selection of the successor to the date Master Servicer. Pending appointment of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it a successor to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall negotiate agree; provided, however, the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof8.02, the Indenture Trustee shall appoint a successor 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 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 hereofof this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and -------- ------- the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee NFC shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities remain liable for all such -------- ------- indemnification obligations of the Servicer pursuant without regard 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 whether it is still 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including, but not limited to, the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Total 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 Fee and Supplemental Servicing Fees and shall be entitled to any accrued and unpaid Servicing Fee to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the date of termination. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000 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 (ii) whose regular business includes the servicing rights of medium and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no -------- ------- such compensation shall be in excess of that permitted the Servicer at the time of such sale, transfer and assignment to the Servicer's successorunder this Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing 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 the Seller under the Mortgage 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 Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer; providedPROVIDED, howeverHOWEVER, that the successor servicer shall not be liable for any actions of any servicer prior to it; andIndenture Trustee, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer. In , shall be required to make any Advances to the event the Indenture Trustee assumes the responsibilities of extent that 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated failed to make Servicing Advances hereundersuch Advances. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as hereunder if the Servicer no such notice of termination had continued to act as servicer hereunder, together with been given (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 than compensation accruing prior to the date notice of termination). Any collections received by Notwithstanding the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee orabove, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trusteei) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event if the Indenture Trustee is required unwilling to solicit bids act as successor Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders and the Note Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibili ties, duties or liabilities of the Servicer hereunder; PROVIDED, that any such successor Servicer shall be acceptable to the Note Insurer, as evidenced by the Note Insurer's prior written consent and provided further that each Rating Agency shall have confirmed in writing 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. Pending appointment of a successor servicerto the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall solicitact in such capacity as hereinabove provided. In connection with such appointment and assumption, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to receive compensation in an amount equal to the full amount of compensation which the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any Servicer would otherwise have received pursuant to Section 3.15 (or such public announcement, lesser compensation as the Indenture Trustee and such successor shall negotiate and effect the sale, transfer and assignment agree). The appointment of a successor Servicer shall not affect any liability of the servicing rights and responsibilities hereunder predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the qualified party submitting the highest qualifying bidpredecessor 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 shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after Within 90 days of the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to clause (i) of Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; andthe Grantor Trust Certificates and Class 1-A-1, provided furtherClass 1-A-2, that if Class 1-A-3, Class 2-A, Class M-1, Class M-2, Class M- 3, Class M-4, Class M-5 and Class M-6 Bonds xx xxx Xxxxxx Agencies. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, 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 any successor servicer in effecting the termination of the Servicer's servicing responsibilities to execute and rights hereunder and shall promptly provide the Indenture Trustee or deliver such successor servicerother notices, as applicable, all documents and records reasonably requested by it other instruments as may be necessary or desirable to enable it effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to assume the successor Master Servicer's functions hereunder . The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall promptly also transfer cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after the date time of the Servicer receives a notice of termination pursuant to Section 10.01 hereofServicer's termination, or the Servicer's receipt of notice if required by Section 9.01, or at any time if the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by pursuant to Section 9.04 hereof, 8.04 or the Servicer is removed as servicer Servicer pursuant to this Article X, then, subject to Section 4.07 hereofIX, the Indenture Trustee shall appoint a successor servicer to 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; provided, however, that the successor servicer Indenture Trustee shall not be liable for any actions of any servicer Servicer prior to it; and, provided further, and that if a successor servicer cannot be retained in a timely manner, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderadvances or payments pursuant to Sections 4.03, 4.10 or 5.03 but only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable, such determination to be evidenced with respect to each such advance by a certification of a Responsible Officer of the Indenture Trustee. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home SBA Loans which the Servicer would have been entitled to receive from the Note Distribution Principal and Interest Account pursuant to Section 5.01(c) hereof as 4.04 if the Servicer had continued to act as servicer Servicer hereunder, together with other Servicing Compensation servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.03 hereof. The Servicer 6.03 and 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 the Required Holdback Amount. Notwithstanding the above, the Indenture Trustee shall, if it is unable to so act or if the SBA requests in writing to the date Indenture Trustee, promptly appoint, or petition a court of terminationcompetent jurisdiction to appoint, any established servicing institution acceptable to the SBA in its sole discretion including but not limited to the SBA and, except for the SBA, satisfactory to the Administrative Agent, that has a net worth of not less than $50,000,000, and which is an approved SBA guaranteed lender in good standing, operating pursuant to an effective Loan Guaranty Agreement, 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. 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 orPerson entitled thereto under the Multi-Party Agreement. As compensation, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be entitled to receive all funds relating to the Servicing FeeSBA Loans which the Servicer would have been entitled to receive from the Principal and Interest Account pursuant to Section 4.04 if the Servicer had continued to act as Servicer hereunder, together with any other Servicing Compensation servicing compensation in the form of assumption fees, late payment charges or otherwise as provided for hereinin Section 6.03 and shall be entitled to the Required Holdback Amounts. In the event the Indenture Trustee is required to solicit bids to appoint a successor serviceras provided herein, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicersbanks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the aggregate Servicing Fee Fees and Servicing Compensation provided for hereinPremium Protection Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise. Within 30 thirty days after any such public 49 56 announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture TrusteeAdvances. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee as a Servicing Fee to the Servicer SBA at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 the Principal and Interest Account maintained or Spread Account by the Servicer or which are thereafter received with respect to the Home SBA Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it 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 the SBA and each SecurityholderNoteholder and Certificateholder and the Indenture Trustee, the Issuer SBA and the Depositor andAdministrative Agent shall have consented thereto. The Indenture Trustee shall not resign as servicer until a successor servicer acceptable to the SBA and the Administrative Agent has been appointed. Subject to the Multi-Party Agreement, except in the case of the pending appointment of the Indenture Trustee as a successor to the Servicer (when hereunder, 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 out of payments on SBA Loans as it and such successor shall agree; provided, however, that no consent such compensation shall be required)in excess of that permitted the Servicer pursuant to Section 6.03 or otherwise as provided in this Agreement. The Servicer, the DepositorIndenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. SBA may, at its option, assume servicing of any SBA Loan in accordance with SBA Rules and Regulations. If SBA becomes the successor Servicer or becomes the servicer with respect to any particular SBA Loan in which the Unguaranteed Interest is included in the Trust Fund, (i) SBA shall have no obligation to perform any duties or comply with any obligations of the Servicer hereunder, under the Basic Documents or under the Multi-Party Agreement if such performance or compliance would violate the SBA Rules and Regulations in any respect and (ii) except as specifically set forth under the Basic Documents or in the Multi-Party Agreement, SBA's performance of any duties or compliance with any obligations of the 50 57 Servicer hereunder or under the Multi-Party Agreement will be within SBA's sole discretion. As used in this paragraph, the Majority Noteholders and phrase "specifically set forth in the Issuer Multi-Party Agreement" shall have consented theretorefer only to a specific identification of SBA.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor 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 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; provided, however, that the successor 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 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderAgreement. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Basic Servicing Fee, together with other Investment Earnings and Supplemental Servicing Compensation provided for hereinFees. In Notwithstanding the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s and Servicing Compensation provided for herein. Within 30 days after any such public announcementFitch Ratings, the Indenture Trustee shall negotiate Inc., if rated by Fitch Ratings, Inc., or is otherwise acceptable to Standard & Poor’s and effect the saleFitch Ratings, transfer Inc. and assignment of (iii) whose regular business includes the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from of motor vehicle related receivables, as the successor to the Servicer under this Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at the time of such sale, transfer and assignment to the Servicer's successorunder this Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate Costs associated with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure resignation of the Servicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over and the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall will be effective until written notice of such proposed appointment shall have been provided paid by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except from amounts 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 theretoTrust Estate.

Indenture Trustee to Act; Appointment of Successor. On and after the date the Servicer receives a notice of termination pursuant to Section 10.01 hereof10.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion opinion of Counsel counsel or accompanied by the consents required by Section 9.04 hereof9.04, or the Servicer is removed as servicer Servicer pursuant to this Article X, then, subject to Section 4.07 hereof4.08, the Indenture Trustee Trustee, with the consent of the Majority Securityholders, shall appoint a successor servicer Servicer acceptable to the Rating Agencies to 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; provided, however, that the successor servicer Servicer shall not be liable for any actions of any servicer Servicer prior to it; and, provided further, however, that if a successor servicer Servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor ServicerServicer and shall assume the responsibilities of the Servicer hereunder. In the event that the Indenture Trustee assumes assumed 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 qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that who is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer Servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer Servicer appointed pursuant to the following paragraphthis Section 10.02, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 hereofthis Agreement. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01 hereof 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the prior Servicer after its removal or resignation shall 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 servicerServicer. The compensation of any successor servicer Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerServicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicershousing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor servicer Servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such successionsuccession of a successor Servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicerServicer, as applicable, all documents and records reasonably requested by it 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 servicerServicer, as applicable, all amounts which then have been or should have been deposited in any Trust the Collection 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 Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution payment hereunder or any portion thereof caused by (i) the failure of the prior Servicer to deliver, or any delay in delivering, cash, documents or records to it it, or (ii) restrictions relating to the prior Servicer imposed by any regulatory authority having jurisdiction over the Servicer hereunderprior Servicer. 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 Seller and, except in the case of the appointment of the Indenture Trustee as successor to the Servicer (when no consent shall be required), the DepositorSeller, the Majority Noteholders 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. On and after the date the Servicer receives a notice of termination pursuant to Section 10.01 9.01 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 8.04 hereof, or the Servicer is removed as ------------ servicer pursuant to this Article XIX, then, subject to Section 4.07 4.05 hereof, the Indenture Trustee ------------ Majority Noteholders, with the approval of the Rating Agency, shall appoint a successor servicer to 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; provided, however, that the successor 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 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans Trust Assets which the Servicer would have been entitled to receive from the Note Distribution Collection Account pursuant to Section 5.01(c) hereof as if the Servicer had --------------- continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption administration 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 9.01 ------------ 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the IssuerIssuer Trust, any the Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 LoansTrust Assets. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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, and the Issuer and the Depositor Trust 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. The Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Contracts 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) On and after the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 7.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint a successor servicer an affiliate of the Indenture Trustee to be become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Master 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 Master Servicer by the terms and provisions hereof; providedhereof as soon as practicable, however, that but in no event later than 90 days after the Indenture Trustee becomes successor 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 mannermaster servicer. During such 90 day period, the Indenture Trustee shall act Trustee, with the consent of the Enhancer, may require the Master Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as successor Servicer. In the event the Indenture Trustee assumes deems appropriate. In such event, the responsibilities of the Master Servicer pursuant to this Section 10.02, being terminated shall provide such services as directed by the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State until the laws earliest 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 date the Indenture Trustee serves as notifies such Master Servicer to discontinue providing such services, the date on which a successor servicer, master servicer or the Indenture Trustee in such capacity has assumed all responsibilities, duties and liabilities of the Master Servicer hereunder or the expiration of the 90 day period. The Master Servicer shall not be liable entitled to the Servicing Fee hereunder for any servicing period during which the Master Servicer is obligated to provide such services as if no termination of the Home Loans Master 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 Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its date of appointment and shall not be subject capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any obligations to repurchase Mortgage Loan, (v) fund any Home Loans. The successor servicer shall losses on any Permitted Investment directed by any other Master Servicer, or (vi) be obligated to make Servicing Advances hereunderresponsible for the representations and warranties of the Master Servicer. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation as the Home Loans which the Master Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(c) hereof as foregoing, if the Servicer had continued Indenture Trustee is (x) unwilling to act as servicer hereundersuccessor Master Servicer itself or to appoint an affiliate to become successor Master Servicer, together with other Servicing Compensation or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the form situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption feesof all or any part of the responsibilities, late payment charges duties or otherwise liabilities of the Master Servicer hereunder; provided, that any such successor Master Servicer shall be acceptable to the Enhancer, as provided in Section 7.03 hereof. The Servicer evidenced by the Enhancer’s prior written consent, which consent shall not be entitled unreasonably withheld; and provided further, that the appointment of any such successor Master Servicer will not result in a Rating Event, if determined without regard to any termination fee if it the Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is terminated pursuant prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to Section 10.01 hereof but act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to any accrued and unpaid Servicing Fee receive compensation out of payments on Mortgage Loans in an amount equal to the date of termination. Any collections compensation that the Master Servicer would otherwise have received by the Servicer after removal pursuant to Section 3.09 (or resignation shall be endorsed by it to such other compensation as the Indenture Trustee and remitted directly such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee orpursuant to Section 6.06), at the direction nor shall any successor Master Servicer be liable for any acts or omissions of the Indenture Trustee, to the successor servicer. The compensation predecessor Master Servicer or for any breach by such Master Servicer of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after its representations or warranties contained herein or in any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidrelated document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effect effectuate any such succession. The Servicer agrees Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Master Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to cooperate with take any action that the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested is legally prohibited from taking 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoapplicable law.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof8.02, the Indenture Trustee shall appoint a successor 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 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 hereofof this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee NFC shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities remain liable for all such indemnification obligations of the Servicer pursuant without regard 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 whether it is still 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including, but not limited to, the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Total 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 Fee and Supplemental Servicing Fees and shall be entitled to any accrued and unpaid Servicing Fee to Investment Earnings as set forth in Section 5.01(b)(i) hereof. Notwithstanding the date of termination. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to the full amount act, or shall, if it is legally unable so to act, appoint, or petition a court of the Servicing Fee competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000 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 (ii) whose regular business includes the servicing rights of medium and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from heavy duty truck, bus and trailer receivables, as the successor to the Servicer under this Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at the time of such sale, transfer and assignment to the Servicer's successorunder this Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 10.01 hereof7.1, 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 receives in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the resignation of Indenture Trustee, until a date mutually agreed upon by the Servicer evidenced 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") and such Successor Servicer shall accept its appointment by an Opinion of Counsel a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or accompanied by has not accepted its appointment at the consents required by Section 9.04 hereof, or time when the Servicer is removed ceases to act as servicer pursuant to this Article X, then, subject to Section 4.07 hereofServicer, 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 agent in accordance with Sections 3.1 and 6.7. Notwithstanding the above, the Indenture Trustee shall, if it is legally unable so to act, petition (at the expense of the Servicer) a court of competent jurisdiction to appoint a successor servicer to be the successor in all respects an Eligible Servicer. The Indenture Trustee shall immediately give notice to the Owner Trustee, the Rating Agencies and the Noteholders upon the appointment of a Successor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer in its capacity to act as Successor 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; provided, however, that the successor 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 Indenture Trustee shall act as successor Servicercontemplated hereby. 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 serves as successor servicerbecomes the Successor Servicer, the Indenture Trustee in such capacity shall not be liable for any (i) copies of all sub-servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer agreements shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trusteeii) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that have the successor servicer shall be entitled right to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after terminate any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the sub-servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoagreements.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer resigns pursuant to the first paragraph of Section 4.04 or receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof5.01, the Indenture Trustee shall appoint (unless a successor servicer is identified by the Servicer pursuant to Section 4.04, subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Servicer in its capacity as Servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all of the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party. As compensation therefor, the Indenture Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may (and, if it is unable to so act, or if the Indenture Trustee is not approved as an acceptable Servicer by each Rating Agency, or if the Holders of Notes entitled to a majority of the Voting Rights so request in writing, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution with a net worth of at least $10 million 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 Indenture Trustee has received Rating Agency Confirmation with respect to the proposed successor servicer shall not Servicer. Pending such appointment, the Indenture Trustee will be liable for any actions obligated to act as successor Servicer. No appointment of any servicer prior to it; and, provided further, that if a successor servicer cannot to the Servicer hereunder shall be retained in a timely mannereffective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall act in such capacity as successor Servicerhereinabove provided. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02connection with any such appointment and assumption, the Indenture Trustee will may make reasonable efforts consistent with applicable law such arrangements for the compensation of such successor out of payments on the Notes or otherwise as it and such successor shall agree, including any increase in the Servicing Fee to become licensed, qualified the then current market rate for such services (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 increase shall also be applicable to the case that the Indenture Trustee serves as successor servicer, Servicing Fees payable to the Indenture Trustee in such its capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The as successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor). The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The costs and expenses of transferring servicing shall be paid by the resigning or terminated party, and if not so paid, shall be treated as an Additional Issuer Expense under the Indenture. If the Servicer agrees is terminated as described in Sections 5.01 and 5.02, it will continue to cooperate with the Indenture Trustee be obligated to pay and any successor servicer in effecting the termination of the Servicer's servicing responsibilities entitled to receive all amounts accrued and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested owing by it or to enable it to assume under (and at such times as set forth in) this Agreement and the Servicer's functions hereunder and shall promptly also transfer Transaction Documents on or prior to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in date of termination (including 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 requiredearned but unpaid Liquidation Fee), the Depositor, the Majority Noteholders and the Issuer shall have consented thereto.

Indenture Trustee to Act; Appointment of Successor. On and after Within 90 days of the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to clause (i) of Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; andthe Class 1-A-1, provided furtherClass 1-A-2, that if Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and Class 2-B Bonds by the Rating Agencies. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, 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 any successor servicer in effecting the termination of the Servicer's servicing responsibilities to execute and rights hereunder and shall promptly provide the Indenture Trustee or deliver such successor servicerother notices, as applicable, all documents and records reasonably requested by it other instruments as may be necessary or desirable to enable it effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to assume the successor Master Servicer's functions hereunder . The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall promptly also transfer cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the date time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee (or such other successor Servicer as is approved in accordance with this Servicing Agreement) shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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; provided, however, that the successor 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 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 hereof arising on and in good standing in each Mortgaged Property State the laws of which require licensing or qualification in order to perform after 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereundersuccession. As compensation therefor, the Indenture Trustee (or such other successor servicer appointed pursuant to the following paragraph, Servicer) shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(cabove, (i) hereof as if the Servicer had continued 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 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, together 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 other Servicing Compensation in such appointment and assumption, 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 successor shall be entitled to any accrued and unpaid Servicing Fee receive compensation out of payments on Mortgage Loans in an amount equal to the date of termination. Any collections received by compensation which the Servicer after removal would otherwise have received pursuant to Section 3.18 (or resignation shall be endorsed by it to such other compensation as the Indenture Trustee and remitted directly such successor shall agree, not to exceed the Indenture Trustee or, at Servicing Fee). The successor servicer shall be entitled to withdraw from the direction Collection Account all costs and expenses associated with the transfer of the Indenture Trustee, servicing to the successor servicer. The compensation appointment of any a successor servicer (including, without limitation, shall not affect any liability of the Indenture Trustee) so appointed shall be the predecessor Servicer which may have arisen under this Servicing Fee, together with other Servicing Compensation provided for herein. In the event Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.12 or to indemnify the Indenture Trustee is required and other Persons pursuant to solicit bids to appoint a Section 3.26, nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In the event of a Servicer agrees Event of Termination, notwithstanding anything to cooperate with the contrary above, the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 Issuer hereby agree that upon delivery 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 Servicing Rights Pledgee of a letter signed 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 held liable by reason within ten Business Days of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 when notification of such proposed appointment event shall have been provided by to the Indenture Trustee, whereunder the Servicer shall resign as Servicer under this Servicing Agreement, the Indenture Trustee to each Securityholder, shall appoint the Issuer 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 Depositor and, except in the case of the appointment of the Indenture Trustee as successor Servicing Rights Pledgee agrees to be subject to the Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented theretoterms of this Servicing Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, 7.01 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 hereof, or the Servicer is removed as servicer resigns pursuant to this Article X, then, subject to Section 4.07 hereof6.04 herein, the Indenture Trustee or a previously agreed upon successor Servicer shall appoint a successor 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; provided, however, that the successor 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 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(cabove, (i) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required unwilling to solicit bids act as successor Servicer, or (ii) if the Indenture Trustee is legally unable so to appoint a successor serviceract, the Indenture Trustee shall solicitappoint 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 $[_________] 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 public announcementthe Insurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, bids from Eligible Servicers. Such public announcement shall specify further, that the appointment of any such successor servicer shall be entitled Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the full amount Class A Notes by the Rating Agencies. Pending appointment of a successor to the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcementServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall negotiate 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 effect the saletransactions set forth or provided for therein. In connection with such appointment and assumption, transfer 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 3.09 herein (or such lesser compensation as the Indenture Trustee and assignment such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the servicing rights predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under any insurance policy obtained and responsibilities hereunder maintained pursuant to Section 3.05 herein or to indemnify the qualified party submitting Trust and the highest qualifying bidIndenture Trustee pursuant to Section 6.06), 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 shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer resigns pursuant to Section 4.04 or receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof5.01, the Indenture Trustee shall appoint (unless a successor servicer is identified by the Servicer pursuant to Section 4.04), subject to Sections 4.06 and 5.01(b), be the successor in all respects to the Servicer in its capacity as Servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all of the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof, including the Servicer’s obligation to make Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to cooperate or to provide information or monies as required by Section 5.01 shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party. As compensation therefor, the Indenture Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Indenture Trustee may (and, if it is unable to so act, or if the Indenture Trustee is not approved as an acceptable Servicer by each Rating Agency, or if the Noteholders entitled to more than 50% of the Voting Rights so request in writing, the Indenture Trustee shall), subject to Sections 4.04, 4.06 and 5.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution with a net worth of at least $10 million 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 Indenture Trustee has received Rating Agency Confirmation from Fitch and has provided prior written notice to Moody’s with respect to the proposed successor servicer shall not Servicer. Pending such appointment, the Indenture Trustee will be liable for any actions obligated to act as successor Servicer. No appointment of any servicer prior to it; and, provided further, that if a successor servicer cannot to the Servicer hereunder shall be retained in a timely mannereffective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall act in such capacity as successor Servicerhereinabove provided. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02connection with any such appointment and assumption, the Indenture Trustee will may make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State such arrangements for the laws compensation 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 successor out of payments on the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges Notes or otherwise as provided in Section 7.03 hereof. The Servicer it and such successor shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01 hereof but agree; provided, however that no such compensation shall be entitled to any accrued and unpaid Servicing Fee to in excess of that permitted the date of termination. Any collections received by the Servicer after removal resigning or resignation shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified terminated party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successorhereunder. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The reasonable out-of-pocket costs and expenses of transferring servicing shall be paid by the resigning or terminated party, and if not so paid, shall be treated as an Additional Issuer Expense under the Indenture. If the Servicer agrees is terminated as described in Sections 5.01 and 5.02, it will continue to cooperate with the Indenture Trustee be obligated to pay and any successor servicer in effecting the termination of the Servicer's servicing responsibilities entitled to receive all amounts accrued and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested owing by it or to enable it to assume under (and at such times as set forth in) this Agreement and the Servicer's functions hereunder and shall promptly also transfer Transaction Documents on or prior 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 date of termination (including the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 payment to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholderany earned but unpaid Servicing Fees, the Issuer Special Servicing Fees, Workout Fees and the Depositor and, except in the case of the appointment of the Indenture Trustee as successor to the Servicer Liquidation Fees and unreimbursed Advances (when no consent shall be requiredtogether with Advance Interest thereon), the Depositor, the Majority Noteholders and the Issuer shall have consented thereto).

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as Servicer 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 hereofof this Agreement and the Titling Trust Servicing Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee NFC shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities remain liable for all such indemnification obligations of the Servicer pursuant without regard 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 whether it is still 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including, but not limited to, the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Total 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 Fee and Supplemental Servicing Fees and shall be entitled to any accrued and unpaid Servicing Fee to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the date of termination. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling to so act, or shall, if it is legally unable to so act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000 and (ii) whose regular business includes the full amount servicing of receivables of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcementtype included in the Collateral, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from as the successor to the Servicer under this Agreement and the Titling Trust Servicing Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights and responsibilities hereunder responsibilities, duties or liabilities of the Servicer under this Agreement and the amount of any unpaid Titling Trust Servicing Fees Agreement. In connection with such appointment and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer at under this Agreement and the time of such sale, transfer and assignment to the Servicer's successorTitling Trust Servicing Agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.02, the Indenture Trustee shall appoint a successor 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, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the successor servicer Indenture Trustee will not assume any obligations of the Originator pursuant to Section 3.05, and (ii) the Indenture Trustee shall not be liable for any actions acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any servicer prior of its obligations contained herein or in any related document or agreement. As compensation therefor, the Indenture Trustee shall be entitled to it; andreceive reasonable compensation out of the Monthly Servicing Fee but not in excess of the Monthly Servicing Fee. Notwithstanding the above, provided furtherthe Indenture Trustee may, that if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as successor Servicerhereinabove provided. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02connection with such appointment and assumption, the Indenture Trustee will may make reasonable efforts consistent with applicable law to become licensedsuch arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree; provided, qualified and in good standing in each Mortgaged Property State however, that no such monthly compensation shall, without the laws written consent 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing 100% of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforSecurityholders, exceed the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Monthly Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after Within 90 days of the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to clause (i) of Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; andthe Class 1-A-1, provided furtherClass 1-A-2, that if Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 2-A-1, Class 2-M-1, Class 2-M-2 and Class 2-B-1 Bonds by the Rating Agencies. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, 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 any successor servicer in effecting the termination of the Servicer's servicing responsibilities to execute and rights hereunder and shall promptly provide the Indenture Trustee or deliver such successor servicerother notices, as applicable, all documents and records reasonably requested by it other instruments as may be necessary or desirable to enable it effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to assume the successor Master Servicer's functions hereunder . The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall promptly also transfer cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after Upon the date the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 10.01 hereof, 9.01 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 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof8.04, the Indenture Trustee shall appoint a successor 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 Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; providedof this Agreement, however, except that the successor 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 Indenture Trustee shall act as successor Servicer. In not be obligated to purchase Receivables pursuant to Section 5.06, unless the event obligation to repurchase arose after the Indenture Trustee assumes date of the responsibilities notice of termination given to 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 9.01 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations obligation of the Servicer to repurchase indemnify or hold harmless any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunderPerson as set forth in this Agreement arising from the acts or omissions of the previous Servicer. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination shall have been given. In the Note Distribution Account pursuant event that the Indenture Trustee is unwilling or unable so to Section 5.01(c) hereof as if act, it may appoint or petition a court of competent jurisdiction to appoint a successor with a net worth of at least $100,000,000 and the regular business of which includes the servicing of recreational vehicle or motor vehicle receivables. The Indenture Trustee may make such arrangements for compensation to be paid, which in no event may be greater than the servicing compensation paid to the Servicer had continued to act as servicer hereunder. Notwithstanding such termination, 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 payment of certain amounts payable to the date of it prior to such termination, for services rendered prior to such termination. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation Pending appointment of any such successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerServicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation act in such capacity as provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidabove. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $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; PROVIDED, that any such successor Master Servicer shall not be liable for any actions acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; and, provided further, that if the Bonds by the Rating Agencies without taking the Bond Insurance Policy into account. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment Master Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof6.01, the Indenture Trustee shall appoint a successor 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; provided, however, that the successor 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 mannerincluding without limitation, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated obligation to make Servicing Monthly Advances hereunderand to pay Compensating Interest. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant foregoing, the Indenture Trustee may, if it shall be unwilling so to Section 5.01(c) hereof act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 as if the successor to the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation hereunder in the form assumption of assumption feesall or any part of the responsibilities, late payment charges duties or otherwise as liabilities of the Servicer hereunder; provided in Section 7.03 hereof. The that any such successor Servicer shall be acceptable to the Financial Guaranty Insurer, which acceptance shall not be entitled to unreasonably withheld and provided further that the appointment of any termination fee if it is terminated pursuant to Section 10.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to the date Bonds by any Rating Agency. Pending appointment of termination. Any collections received by a successor to the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee orhereunder, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event unless the Indenture Trustee is required to solicit bids to appoint a successor servicerprohibited by law from so acting, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicersact in such capacity as hereinabove provided. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee In connection with such appointment and Servicing Compensation provided for herein. Within 30 days after any such public announcementassumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall negotiate and effect agree; provided, however, that no such compensation shall be in excess of that permitted the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidServicer hereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 2.03), nor shall any successor Servicer hereunder 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. Each of the Rating Agencies shall be effective until given 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 a successor Servicer pursuant to the Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented theretothis Section.

Indenture Trustee to Act; Appointment of Successor. On and (a) Within 90 days after the date the Master Servicer receives and the Indenture Trustee receive a notice of termination pursuant to Section 10.01 hereof, 7.01 or the Indenture Trustee receives the sends a 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 removed as servicer notice pursuant to this Article X, then, subject to Section 4.07 hereof6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions 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. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee 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, 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 hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If the Enhancer desires to have a Person other that the Indenture Trustee serve as successor Master Servicer or if the Indenture Trustee is (i) unwilling to act as successor Master Servicer or (ii) legally unable so to act, then the Enhancer shall appoint or the Indenture Trustee may appoint, with the consent of the Enhancer, or may petition a court of competent jurisdiction to appoint any established mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities hereunder; provided, howeverthat no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that such the appointment of such successor servicer shall not be liable for any actions Master Servicer would result in a Rating Event, determined without regard to the Policy. Notwithstanding the foregoing, pending the appointment of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely mannerMaster Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as successor Servicerprovided above. In connection with such appointment and assumption, the event successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as the Indenture Trustee assumes the responsibilities and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer pursuant that may have arisen under this Agreement prior to this Section 10.02its termination as Master Servicer, 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 nor shall any successor Master 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges acts 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 shall 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. The compensation omissions of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidBasic Document. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer ) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Fannie Mae- or Frxxxxx Mxx- apprxxxx xxrvicer, and with respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Indenture Trustee or, at the direction Master Servicer. Pending appointment of the Indenture Trustee, a successor to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall negotiate agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after Within 90 days of the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to clause (i) of Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer’s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; andthe Class 1-A, provided furtherClass 1-AM, that if Class 1-A-IO, Class 2-A, Class 2-AM, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 1-B and Class 2-B Bonds by the Rating Agencies. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, 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 any successor servicer in effecting the termination of the Servicer's servicing responsibilities to execute and rights hereunder and shall promptly provide the Indenture Trustee or deliver such successor servicerother notices, as applicable, all documents and records reasonably requested by it other instruments as may be necessary or desirable to enable it effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to assume the successor Master Servicer's functions hereunder . The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall promptly also transfer cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 6.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 5.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions of any servicer prior to itMaster Servicer; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer ) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 5.06, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Fannie Mae- or Freddie Mac-apprxxxx xexxxcer, xxx xxxh respect to a successor to the date Master Servicer only, having a net worth of termination. Any collections received by not less than $10,000,000, as the successor to the Master Servicer after removal hereunder in the assumption of all or resignation shall be endorsed by it to any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes will not be lowered as a result of the selection of the successor to the Indenture Trustee or, at the direction Master Servicer. Pending appointment of the Indenture Trustee, a successor to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerMaster Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall negotiate agree; provided, however, that the provisions of Section 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after Within 90 days of the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to clause (i) of Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer(s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided that the appointment of any servicer prior such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to it; andthe Class 1-A-1, provided furtherClass 1-A-2, that if Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B-1, Class 1-B-2, Class 2-B-1 and Class 2-B-2 Bonds by the Rating Agencies. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of its representations or warranties contained herein or in any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successorrelated document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Custodian and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The In connection with the termination or resignation of the Master Servicer agrees 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, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS( rules and regulations, 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 any successor servicer in effecting the termination of the Servicer's servicing responsibilities to execute and rights hereunder and shall promptly provide the Indenture Trustee or deliver such successor servicerother notices, as applicable, all documents and records reasonably requested by it other instruments as may be necessary or desirable to enable it effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS( System to assume the successor Master Servicer's functions hereunder . The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall promptly also transfer cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained a copy certified by the Servicer or public recording office in which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof, or 9.02 unless and until the Indenture Trustee receives Administrative Agent (at the resignation direction of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereofSpecial Required Noteholders) has designated a successor Servicer, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereofwhich has accepted such appointment, the Indenture Trustee Backup Servicer shall appoint a successor 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 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 hereofof this Agreement; provided, however, that the predecessor Servicer shall remain liable for, and the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to it; andthe Servicer arising as a result of acts, provided omissions or occurrences during the period in which the predecessor Servicer was the Servicer, and provided, further, that if ALS shall remain liable for the indemnification obligations of the Servicer under Sections 8.01(ii) and (iv) of this Agreement without regard to whether it is still Servicer hereunder. The Servicer shall be subrogated to the rights of the indemnified party with respect to claims against a successor servicer cannot be retained in a timely mannerreplacement Servicer. As compensation therefor, the Backup Servicer, the Indenture Trustee or a successor Servicer designated by the Administrative Agent (at the direction of the Special Required Noteholders) shall act be entitled to reimbursement of costs and expenses incurred in the transfer and conversion of the electronic records relating to the Loans and the Receivables received from the predecessor Servicer, together with such compensation (whether payable out of the Collection Accounts or otherwise) as successor the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including the Servicing Fee, and in the case of the Backup Servicer, of any amounts to which the Backup Servicer is entitled as the Servicing Fee pursuant to the Backup Servicing Agreement. In the event the Indenture Trustee assumes becomes the responsibilities of successor Servicer, it hereby reserves the Servicer right to terminate any then existing sub-servicing agreements as may be entered into pursuant to this Section 10.028.04. Notwithstanding the above, the Indenture Trustee will make reasonable efforts consistent with applicable law may, if it shall be unwilling so to become licensedact, qualified or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $10,000,000, (ii) acceptable to the Special Required Noteholders and (iii) whose regular business includes the servicing of equipment loans, as the successor to the Servicer under this Agreement in good standing in each Mortgaged Property State the laws assumption of which require licensing all or qualification in order to perform its obligations as any part of the responsibilities, duties or liabilities of the Servicer hereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such Mortgaged Property Stateunder this Agreement. In the case that the Indenture Trustee serves as successor servicerconnection with such appointment and assumption, the Indenture Trustee in may make such capacity arrangements for the compensation of such successor out of payments on Loans and Receivables as it and such successor shall not be liable for any servicing agree, subject to the consent of the Home Loans prior Required Noteholders; provided, that if a successor Servicer is appointed and assumes the duties of successor Servicer hereunder, the Servicing Fee Rate used to its date of appointment and shall not be subject calculate the Servicing Fee payable to any obligations to repurchase any Home Loans. The the successor servicer Servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, a rate agreed upon by such successor Servicer and the successor servicer appointed pursuant to person or group appointing it hereunder but not in excess of 1.0% unless the following paragraph, shall be entitled to all funds relating to Rating Agencies have received prior written notice thereof and the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, Administrative Agent (at the direction of the Indenture Trustee, Required Noteholders) has consented to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidrate. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination No removal or resignation of the Servicer's servicing responsibilities and rights hereunder and Servicer shall promptly provide (other than under Section 9.02(a) with respect to a Servicer Default under Section 9.01(c) or (d)) become effective until the Backup Servicer under Section 3.13, the Indenture Trustee or such another successor servicer, as applicable, all documents and records reasonably requested by it Servicer acceptable to enable it to assume the Special Required Noteholders shall have assumed the Servicer's functions hereunder ’s responsibilities 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 obligations in any Trust Account maintained by the Servicer or which are thereafter received accordance with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretothis Section 9.03.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof, 6.01 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 hereof, or the Servicer is removed as servicer sends a notice pursuant to this Article X, then, subject to Section 4.07 hereof5.04, the Indenture Trustee on behalf of the Noteholders shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer 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, including but not limited to the provisions of Article VIII. Notwithstanding the foregoing, nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Home Loan Purchase Agreement, (ii) be responsible or accountable for any act or omission of the 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, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, (v) be responsible for the representations and warranties of the Master Servicer or (vi) be responsible for any indemnification obligation of Master Servicer other than that contained in Section 5.06(b) hereof, and only with respect to the indemnification provided to the Owner Trustee for the Master Servicer's obligations under this Servicing Agreement; providedPROVIDED, howeverHOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance insti tution, bank or other mortgage loan servicer shall having a net worth of not be liable for less than $20,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any actions part of any servicer prior to itthe responsibilities, duties or liabilities of the Master Servicer hereunder; and, provided furtherPROVIDED, that if 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 or the ratings assigned to the Notes. Pending appointment of a successor servicer cannot be retained in a timely mannersucces sor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Home Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.13 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be obligation to purchase Home Loans pursuant to Section 3.01 of the Servicing Fee, together with other Servicing Compensation provided for herein. In the event Home Loan Purchase Agreement or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment Master Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and -------------------------------------------------- after the date time the Servicer receives a notice of termination pursuant to Section 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof------- 7.02, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the ---- Servicer in its capacity as Servicer 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 hereofof this Agreement and the Titling Trust Servicing Agreement; provided, however, that the predecessor -------- ------- Servicer shall remain liable for, and the successor servicer Servicer shall not be liable for have no liability for, any actions indemnification obligations of any servicer prior to itthe Servicer arising as a result of acts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer; andand provided, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee NFC shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities -------- ------- remain liable for all such indemnification obligations of the Servicer pursuant without regard 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 whether it is still 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Indenture Trustee shall be entitled to all funds relating to such compensation (whether payable out of the Home Loans which Collection Account or otherwise) as the Servicer would have been entitled to receive from under this Agreement if no such notice of termination had been given including, but not limited to, the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Total 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 Fee and Supplemental Servicing Fees and shall be entitled to any accrued and unpaid Servicing Fee to Investment Earnings as set forth in Section 2.02(b) hereof. Notwithstanding the date of termination. 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, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerabove, the Indenture Trustee shall solicitmay, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer if it shall be entitled unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000 and (ii) whose regular business includes the full amount servicing of receivables of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcementtype included in the Collateral, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from as the successor to the Servicer under this Agreement and the Titling Trust Servicing Agreement in respect the assumption of such sale, transfer and assignment all costs and expenses of or any public announcement and of any sale, transfer and assignment part of the servicing rights and responsibilities hereunder responsibilities, duties or liabilities of the Servicer under this Agreement and the amount of any unpaid Titling Trust Servicing Fees Agreement. In connection with such appointment and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductionsassumption, the remainder of such sum shall be paid by the Indenture Trustee to may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that -------- ------- permitted the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with under this Agreement, as shall be necessary to effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 Agreement 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.Titling Trust Servicing

Indenture Trustee to Act; Appointment of Successor. (a) On and after the date receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 10.01 hereof7.1, 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 receives the resignation of Trustee, until a date mutually agreed upon by the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 9.04 hereof, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof, the and Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer to be (the successor "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in all respects a form acceptable to the Servicer in its capacity as Servicer under this Agreement Indenture Trustee and the transactions set forth or provided for herein and Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer which nominee shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer selected by the terms and provisions hereof; provided, however, that Indenture Trustee as the Successor Servicer. The Indenture Trustee may obtain bids from any potential successor servicer servicer. The Indenture Trustee shall not be liable for any actions of differential between the Monthly Servicing Fee and any servicer prior amount necessary to it; and, provided further, that if engage a successor servicer cannot be retained in a timely manner, Successor Servicer. If the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant is unable 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 obtain any such Mortgaged Property State. In the case that the Indenture Trustee serves as 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 such capacity good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Indenture Trustee shall not be liable for any servicing notify each Enhancement Provider that a sale of the Home Loans prior to its date of appointment Receivables is proposed and shall not be subject 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 obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(cSeries) hereof as if 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 on the date of termination. Any collections received 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 7.2 under any Indenture Supplement; provided, however, that, if the Transferor shall not have a rating of P-3 or Baa3 or higher by Moody's and BBB- or higher by Standard & Poor's, no such reassignment shall occur unless the Servicer after removal or resignation Transferor shall be endorsed by it deliver to the Indenture Trustee and remitted directly the Rating Agencies an Opinion of Counsel reasonably acceptable to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for hereinthat 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 Indenture Trustee is required time when the Servicer ceases to solicit bids to appoint a successor serviceract as Servicer, the Indenture Trustee (as trustee hereunder) without further action shall solicit, by public announcement, bids from Eligible Servicersautomatically be appointed the Successor Servicer. Such public announcement shall specify that Notwithstanding the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcementabove, the Indenture Trustee shall negotiate shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and effect whose regular business includes the saleservicing of charge card or revolving credit receivables as the Successor Servicer hereunder. Notwithstanding anything to the contrary in this Agreement, transfer and assignment the entire amount of the servicing rights and responsibilities hereunder reassignment deposit amount shall be distributed to the qualified party submitting Noteholders of the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by related Series on the Indenture Trustee from the successor subsequent Distribution Date for such Series pursuant to the Servicer in respect of related Indenture Supplement (except for amounts payable to any Enhancement Provider under the applicable Enhancement Agreement, which amounts shall be distributed to such sale, transfer and assignment all costs and expenses Enhancement Provider). Promptly after the appointment of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 Servicer's successor. The Indenture Successor Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Transferor shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 furnish written notice notification 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 theretoRating Agency.

Indenture Trustee to Act; Appointment of Successor. On and after Upon the date the Servicer receives a Master Servicer's receipt of notice of termination pursuant to Section 10.01 hereof, 8.01 or the Indenture Trustee receives the Section 8.06 or 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 removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereof7.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Servicer servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedof this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (including any right of indemnity) of the Master Servicer. 67 Furthermore, the Backup Servicer shall have a right of indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer. As compensation therefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. If, however, that a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, in the event of a termination of the Master Servicer pursuant to Section 8.01, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor servicer shall not be liable for any actions to the Master Servicer under this Agreement. Pending appointment of any servicer prior to it; and, provided further, that if a such successor servicer cannot be retained in a timely mannerMaster Servicer, the Indenture Trustee shall act in such capacity as successor Servicerprovided above. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02connection with such appointment, the Indenture Trustee will may make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State such arrangements for 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if 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 shall 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. The compensation of any such successor servicer (including, without limitation, the Indenture Trustee) so appointed out of payments on Contracts it and such successor shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidagree. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and (a) Within 90 days after the date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 10.01 hereof, 7.01 or the Indenture Trustee receives the sends a 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 removed as servicer notice pursuant to this Article X, then, subject to Section 4.07 hereof6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions 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; hereof provided, however, that the 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 Trustee 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, 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 hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If the Indenture Trustee is (i) unwilling to act as successor Master Servicer or (ii) legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor servicer to the Master Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities 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 liable for any actions of any servicer prior to itunreasonably withheld; and, and provided further, that if no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event, determined without regard to the Policy. Notwithstanding the foregoing, pending the appointment of a successor servicer cannot Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting (which shall be retained in evidenced by an Opinion of Counsel of a timely mannerlaw firm of national reputation provided by the Indenture Trustee to the Enhancer), the Indenture Trustee shall act in such capacity as successor Servicerprovided above. In connection with such appointment and assumption, the event successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as the Indenture Trustee assumes the responsibilities and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer pursuant that may have arisen under this Agreement prior to this Section 10.02its termination as Master Servicer, 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 nor shall any successor Master 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges acts 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 shall 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. The compensation omissions of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidBasic Document. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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) On and after the date time the Servicer receives a notice of termination pursuant to Section 10.01 hereof7.01 or sends a notice pursuant to Section 6.04, or the Enhancer may appoint a successor Servicer with the consent of 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(which consent shall not be unreasonably withheld) and such appointee, or if the Servicer is removed as servicer pursuant Enhancer fails to this Article X, then, subject to Section 4.07 hereofdo so within 30 days or an Enhancer Default exists, the Indenture Trustee or, upon notice to the Enhancer and the Depositor and with the Depositor's consent and, so long as no Enhancer Default exists, the Enhancer's consent (which consent shall appoint not be unreasonably withheld), a successor servicer to be designee of the Indenture Trustee (which meets the standards set forth below), shall become 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 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; providedhereof as soon as practicable, however, that but in no event later than 120 days after the successor servicer shall not be liable for any actions termination of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely mannerthe Servicer. During such 120 day period, the Indenture Trustee shall act 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 successor Servicer. In the event the Indenture Trustee assumes deems appropriate. In such event, the responsibilities 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 pursuant hereunder or the expiration of the 120 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 Section 10.02Agreement or in the Trust Agreement shall be construed to permit or require any successor Servicer, including the Indenture Trustee will make reasonable efforts consistent with applicable law Trustee, to become licensed(i) succeed to the responsibilities, qualified duties and liabilities of the initial Servicer in good standing in each Mortgaged Property State its capacity as Seller under the laws of which require licensing Purchase Agreement, (ii) be responsible 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable accountable for any servicing act or omission of the Home Loans Servicer prior to its date the issuance of appointment and shall not be subject a notice of termination hereunder, (iii) purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any obligations to repurchase Mortgage Loan, (v) fund any Home Loans. The successor servicer shall losses on any Permitted Investment directed by any other Servicer, or (vi) be obligated to make Servicing Advances hereunderresponsible for the representations and warranties of any other Servicer. As compensation therefor, any successor Servicer, including the successor servicer appointed pursuant to the following paragraphIndenture Trustee, shall be entitled to all funds relating to the Home Loans which such compensation as the Servicer would have been entitled to receive from hereunder if no such notice of termination had been given. Notwithstanding the Note Distribution Account pursuant to Section 5.01(c) hereof as foregoing, if the Enhancer has not appointed a successor 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 shall 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. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required (x) unwilling to solicit bids act as successor Servicer itself or to appoint a an affiliate to become successor servicerServicer, or (y) legally unable so to act, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount as pledgee of the Servicing Fee Mortgage 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 any established housing and Servicing Compensation provided for herein. Within 30 days after any such public announcementhome finance institution, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment bank or other mortgage loan servicer having a net worth of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from not less than $10,000,000 as the successor to the Servicer hereunder in respect the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such salesuccessor Servicer shall be acceptable to the Enhancer, transfer as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and assignment all costs and expenses provided further, that the appointment of any public announcement such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. 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 provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of any salepayments on Mortgage Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Enhancer (so long as no Enhancer Default exists) or if an Enhancer Default exists, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee, and such successor shall agree). After such deductionsThe appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, the remainder of such sum shall be paid by to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer at the time or for any breach by such Servicer of such sale, transfer and assignment to the Servicer's successorany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee, the Issuer, any Custodian, the Servicer Trustee and any such successor servicer shall take such action, consistent with this AgreementAgreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effect effectuate any such succession. The Servicer agrees Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information or documents that it cannot obtain through reasonable efforts or for failing to cooperate with take any action that the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested is legally prohibited from taking 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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 theretoapplicable law.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the date time the Master Servicer receives a notice of termination pursuant to Section 10.01 hereof6.01, sends a notice pursuant to Section 5.04, 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 its term expires and is removed as servicer not renewed pursuant to this Article X, then, subject to the penultimate paragraph of Section 4.07 hereof6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall appoint a successor servicer to 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, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iv) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any required Advances to the extent that the Master Servicer failed to make such Advances. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so notify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan Master Servicer having a net worth of not less than $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; PROVIDED, that any such successor Master Servicer shall be acceptable to the Note Insurer, as evidenced by the Note 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 or the ratings assigned to the Notes without taking into account the Note Insurance Policy; provided, however, that Advanta shall become the successor servicer shall not be liable Master Servicer if the Master Servicer was terminated for reasons other than due to any actions action or inaction on the part of any servicer prior to it; and, provided further, that if Advanta. Pending appointment of a successor servicer cannot be retained in a timely mannerto the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of as hereinabove provided. In connection with such appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation thereforassumption, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating receive compensation out of payments on Mortgage Loans in an amount equal to the Home Loans compensation which the Master Servicer would otherwise have been entitled to receive from the Note Distribution Account received pursuant to Section 5.01(c) hereof 3.15 (or such lesser compensation as if 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 shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the Indenture Trustee, predecessor Master Servicer which may have arisen under this Servicing Agreement prior to the successor servicer. The compensation of any successor servicer its termination as Master Servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Feeobligation to purchase Mortgage Loans pursuant to Section 3.01, together with other Servicing Compensation provided for herein. In the event to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee is required pursuant to solicit bids to appoint a Section 5.06), nor shall any successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall Master Servicer be entitled to the full amount liable for any acts or omissions of the Servicing Fee and Servicing Compensation provided predecessor Master Servicer or for herein. Within 30 days after any breach by such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment Master Servicer of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidany of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Servicing Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and after the date the time a Servicer receives a notice of termination pursuant to Section 10.01 hereof9.01, the Master Servicer (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 if such Servicer is removed as servicer pursuant to this Article X, then, subject to Section 4.07 hereofthe Master Servicer, the Indenture Trustee Trustee) shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as such 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 and arising thereafter placed on the such Servicer by the terms and provisions hereof; provided, however, that the appointment of such successor servicer Servicer shall not result in an Adverse Rating Event as confirmed in writing by the Rating Agencies; provided, further, that any failure to perform such duties or responsibilities caused by such terminated Servicer's failure to provide information or monies required by this Servicing Agreement shall not be considered a default by the successor Servicer hereunder. The successor 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 Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the representations and warranties of such terminated 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 for any losses incurred by such terminated Servicer hereunder or, alternatively, nor shall retain an agent that is so licensed, qualified and in good standing in the successor Servicer be required to purchase any such Mortgaged Property State. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances Mortgage Loan hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, Servicer shall be entitled to the same servicing fees and all funds relating to the Home Mortgage Loans which the such terminated Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the such terminated Servicer had continued to act as servicer hereunder. Notwithstanding the above, together with other Servicing Compensation in the form of assumption feessuccessor Servicer may, late payment charges if it shall be unwilling to so act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant unable to Section 10.01 hereof but shall be so act, or if the Holders of Bonds entitled to any accrued and unpaid Servicing Fee at least 25% of all of the Voting Rights so request in writing to the date of termination. Any collections received by Indenture Trustee, provided no direction inconsistent with the Servicer after removal or resignation shall be endorsed by it following has been given to the Indenture Trustee and remitted directly to the Indenture Trustee or, during a sixty (60) day period following such request by Holders of Bonds representing at the direction least 25% of the Indenture Trustee, to the successor servicer. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect Voting Rights of such saleBonds, transfer and assignment all costs and expenses shall promptly appoint, or petition a court of any public announcement and of any salecompetent jurisdiction for the appointment of, transfer and assignment of the a loan servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and 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 institution with (a) a net worth at the time of such sale, transfer appointment of at least $15,000,000 and assignment to the Servicer's successor. 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 effect any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer (b) whose appointment will not result in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed an Adverse Rating Event by any regulatory authority having jurisdiction over the Rating Agency as confirmed in writing, to act as a successor to such Servicer hereunderpursuant to Section 13.09 of this Servicing Agreement. No Pending appointment of a successor to such terminated Servicer hereunder, the Master Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by or the Indenture Trustee to each SecurityholderTrustee, the Issuer and the Depositor andas applicable, except shall act in the case of the appointment of the such capacity as herein above provided. The Indenture Trustee as and any such successor may agree upon the servicing compensation to be paid, which in no event may be greater than the compensation payable to the applicable Servicer (when no consent shall be required), the Depositor, the Majority Noteholders and the Issuer shall have consented theretounder this Servicing Agreement.

Indenture Trustee to Act; Appointment of Successor. On and after (a) Upon the date receipt by the Master Servicer receives of a notice of termination pursuant to Section 10.01 hereof, 7.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by pursuant to Section 6.05 to the consents required by Section 9.04 hereof, or effect that the Master Servicer is removed as servicer pursuant legally unable to this Article X, then, subject act or to Section 4.07 hereofdelegate its duties to a Person which is legally able to act, the Indenture Trustee shall appoint a successor servicer to be automatically become 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 thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor servicer shall not be liable for any actions Master Servicer meeting the criteria of any servicer prior to itSection 6.07 herein; and, provided further, however, that if a the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor servicer cannot be retained in a timely mannerMaster Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10, the 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans compensation which the Master Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as retain if the Master Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in except for those amounts due the form of assumption feesMaster Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, late payment charges the Indenture Trustee may, if it shall be unwilling so to act, or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any termination fee shall, if it is terminated pursuant legally unable so to Section 10.01 hereof but shall be entitled act, appoint or petition a court of competent jurisdiction to appoint, any accrued established housing and unpaid Servicing Fee home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the date Master Servicer only, meeting the criteria set forth in Section 6.07 herein, as the successor to the Master Servicer hereunder in the assumption of termination. Any collections received by all or any part of the responsibilities, duties or liabilities of the Master Servicer after removal or resignation shall be endorsed by it to hereunder; provided, that the Indenture Trustee and remitted directly shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Indenture Trustee or, at the direction Policy) will not be lowered as a result of the Indenture Trustee, selection of the successor to the successor servicerMaster Servicer. The compensation Pending appointment of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicerto the Master Servicer hereunder, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that be the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for hereinact in such capacity as hereinabove provided. Within 30 days after any In connection with such public announcementappointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs as it and such successor shall negotiate agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and effect that such successor shall undertake and assume the sale, transfer and assignment obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidhereunder. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. 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 effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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. On and (a) Within 90 days after the date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 10.01 hereof, 7.01 or the Indenture Trustee receives the sends a 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 removed as servicer notice pursuant to this Article X, then, subject to Section 4.07 hereof6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall appoint a successor servicer to be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions 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. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee 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, 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 hereunder or (iv) be responsible for the representations or warranties of any such prior Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. If the Indenture Trustee is (i) unwilling to act as successor Master Servicer or (ii) legally unable so to act, then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint any established mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities hereunder; provided, howeverthat such successor Master Servicer shall be acceptable to the Enhancer, that as evidenced by the successor servicer Enhancer's prior written consent, which consent shall not be liable for any actions of any servicer prior to itunreasonably withheld; and, and provided further, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of such successor Master Servicer would result in a Rating Event, if determined without regard to the Policy. Notwithstanding the foregoing, pending the appointment of a successor servicer cannot be retained in a timely mannerMaster Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as successor Servicerprovided above. In connection with such appointment and assumption, the event successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as the Indenture Trustee assumes the responsibilities and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer pursuant that may have arisen under this Agreement prior to this Section 10.02its termination as Master Servicer, 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 nor shall any successor Master 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 serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges acts 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 shall 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. The compensation omissions of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the Servicing Fee, together with predecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any other Servicing Compensation provided for herein. In the event the Indenture Trustee is required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the 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 the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bidBasic Document. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the 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 unpaid Servicing Fees and 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 Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effect effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee 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 held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer 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.