Common use of Liabilities and Obligations of Replacement Servicer Clause in Contracts

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing or any repurchase obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.034.02. Any other provision in this Agreement notwithstanding, if a Replacement Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care to be the “Servicing Standard” applicable to it.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Backup Servicer (or any Replacement Servicer Servicer) shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Backup Servicer; provided that the Backup Servicer (or any Replacement Servicer Servicer) shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Backup Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Backup Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Backup Servicer or Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Backup Servicer (or any Replacement Servicer Servicer) shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer (or the Replacement Servicer); provided that the Backup Servicer (or any Replacement Servicer Servicer) shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer (or the Replacement Servicer Servicer) becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Backup Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Backup Servicer or Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the such Applicable Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the such Applicable Servicer shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the such Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligationsTaxes on behalf of Borrower, if any, except for any payment made out of the Servicer unless it elects to Collection Account as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any prior Applicable Servicer indemnification obligations of any prior Servicer, including the original Applicable Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement an Applicable Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained obligations set forth in Section 4.03this Agreement.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided that the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the terminated Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo or the Replacement Servicer, as applicable; provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo or the Replacement Servicer, as applicable; provided provided, that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Applicable Servicer it is replacing with respect to servicing functions under this Agreement of the Applicable Servicer and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Accounts as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer Calculation Agent indemnification obligations of any prior Servicer, including the original ServicerCalculation Agent. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Calculation Agent or Portfolio Asset Servicer, as applicable, are expressly limited to those arising on account of its gross negligence or willful misconduct or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Applicable Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Loan Parties, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Servicer contained in Section 4.03.. (e)

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Applicable Servicer it is replacing with respect to servicing functions under this Agreement of the Applicable Servicer and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer Calculation Agent indemnification obligations of any prior Servicer, including the original ServicerCalculation Agent. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Calculation Agent or Portfolio Asset Servicer, as applicable, are expressly limited to those arising on account of its gross negligence or willful misconduct or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Applicable Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing or any repurchase or substitution obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.034.02. Any other provision in this Agreement notwithstanding, if a Replacement Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care to be the “Servicing Standard” applicable to it.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Wxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to the servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Wxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided provided, that the Wxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Wxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Wxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Wxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Wxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer); provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer, (ii) no obligation to perform with respect to any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.09, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its gross negligence, willful misconduct or violation of the Servicing Standard, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to the servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided provided, that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the such Applicable Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the such Applicable Servicer shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the such Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligationsTaxes on behalf of Borrower, if any, except for any payment made out of the Servicer unless it elects to Collection Account as provided in its sole discretionSection 2.14, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any prior Applicable Servicer indemnification obligations of any prior Servicer, including the original Applicable Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement an Applicable Servicer, are expressly limited to those arising on account of its bad faith, gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained obligations set forth in Section 4.03this Agreement.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing or any repurchase obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.034.02. Any other provision in this Agreement notwithstanding, if a Replacement -113- Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care to be the “Servicing Standard” applicable to it.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Wachovia or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Wachovia or the Replacement Servicer, as applicable; provided provided, that the Wachovia or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Wachovia or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes taxes required to be paid by the Servicer (provided that the Wachovia or Replacement Servicer Servicer, as applicable, shall pay any income Taxes taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Wachovia or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Wachovia or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo or the Replacement Servicer, as applicable; provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly USActive 52762757.1552762757.22 113 limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing or any repurchase obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement USActive 54953942.1755479929.4-133- Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.034.02. Any other provision in this Agreement notwithstanding, if a Replacement Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care to be the “Servicing Standard” applicable to it.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and AmericasActive:18709990.5 expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer); provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer, (ii) no obligation to perform with respect to any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.09, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the such Applicable Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the such Applicable Servicer shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the such Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any prior Applicable Servicer indemnification obligations of any prior Servicer, including the original Applicable Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement an Applicable Servicer, are expressly limited to those arising on account of its gross negligence or willful misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained obligations set forth in Section 4.03this Agreement.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the such Applicable Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the such Applicable Servicer shall be deemed to refer to the Replacement Servicer); provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the such Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation to perform with respect to any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Secured Accounts as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Applicable Servicer indemnification obligations of any prior Servicer, including the original Applicable Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement an Applicable Servicer, are expressly limited to those arising on account of its failure to act in good gross negligence, bad faith and with reasonable care under the circumstances. In additionor willful misconduct, or a material breach of any representation or warranty of the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03Servicer.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided provided, that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement 121 to the Servicer shall be deemed to refer to SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall pay any income Taxes taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based 105 on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall pay any income Taxes taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that that, the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the terminated Servicer (provided that the Replacement -121- Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the terminated Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Facility Servicer it is replacing with respect to servicing functions under this Agreement of the Facility Servicer and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Facility Servicer by the terms and provisions hereof, and all references in this Agreement to the Facility Servicer shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Facility Servicer prior to the date that the Replacement Servicer becomes the successor to the Facility Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Facility Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Facility Servicer indemnification obligations of any prior Servicer, including the original Facility Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, Facility Servicer are expressly limited to those arising on account of its gross negligence or willful misconduct or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Facility Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Backup Servicer (or any Replacement Servicer Servicer) shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer (or the Replacement Servicer); provided that the Backup Servicer (or any Replacement Servicer Servicer) shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Backup Servicer (or the Replacement Servicer Servicer) becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Backup Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Backup Servicer or Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its gross negligence or willful 112 DMSLIBRARY01\30388519.v8 misconduct, or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Backup Servicer or Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Applicable Servicer it is replacing with respect to servicing functions under this Agreement of the Applicable Servicer and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection AccountAccounts as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer Calculation Agent indemnification obligations of any prior Servicer, including the original ServicerCalculation Agent. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Calculation Agent or Portfolio Asset Servicer, as applicable, are expressly limited to those arising on account of its gross negligence or willful misconduct or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Applicable Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.. 121

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing or any repurchase obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior 104 Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.034.02. Any other provision in this Agreement notwithstanding, if a Replacement Servicer is appointed, it shall perform its obligations hereunder in good faith and with reasonable care, exercising a degree of skill and attention no less than what it exercises to service similar assets for itself and for others, such standard of care to be the “Servicing Standard” applicable to it.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Wexxx Xargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to the servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Wexxx Xargo (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided provided, that the Wexxx Xargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Wexxx Xargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Wexxx Xargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Wexxx Xargo (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Wexxx Xargo (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Wachovia or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Wachovia or the Replacement Servicer, as applicable; provided provided, that the Wachovia or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Wachovia or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Wachovia or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Wachovia or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Wachovia or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Xxxxx Fargo or the Replacement Servicer, as applicable; provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Xxxxx Fargo or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Xxxxx Fargo or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Xxxxx Fargo or Replacement Servicer Servicer, as 116 applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to SMBC (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the SMBC (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall pay any income Taxes taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, SMBC (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, Wachovia (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to Wachovia (or an Affiliate thereof) or the Replacement Servicer, as applicable; provided provided, that the Wachovia (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Wachovia (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Wachovia (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of Wachovia (or an Affiliate thereof) or the Replacement Servicer Servicer, as applicable, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Wachovia (or an Affiliate thereof) or Replacement Servicer Servicer, as applicable, shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any USActive 55125247.5 131 claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Applicable Servicer it is replacing with respect to servicing functions under this Agreement of the Applicable Servicer and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Accounts as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer Calculation Agent indemnification obligations of any prior Servicer, including the original ServicerCalculation Agent. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Calculation Agent or Portfolio Asset Servicer, as applicable, are expressly limited to those arising on account of its gross negligence or willful misconduct or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Applicable Servicer contained in Section 4.03.. (e)

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the Replacement Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and 108 liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Replacement Servicer; provided provided, that the Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated Servicer prior to the date that the Replacement Servicer becomes the successor to the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any advancing obligations, if any, of the Servicer unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including the original Servicer. The indemnification obligations of the Replacement Servicer Servicer, upon becoming a Replacement Servicer, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the Servicer contained in Section 4.03.

Liabilities and Obligations of Replacement Servicer. Upon its appointment, the any Replacement Servicer shall be the successor in all respects to the Applicable Servicer it is replacing with respect to servicing functions under this Agreement of the Applicable Servicer and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Applicable Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer Calculation Agent or Portfolio Asset Servicer, as applicable, shall be deemed to refer to the Replacement Servicer; provided that the any Replacement Servicer shall have (i) no liability with respect to any action performed by the terminated prior Applicable Servicer prior to the date that the Replacement Servicer becomes the successor to the Applicable Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Applicable Servicer, (ii) no obligation with respect to perform any advancing obligations, if any, Taxes on behalf of the Servicer unless it elects to Borrower, except for any payment made out of the Collection Account as provided in its sole discretionSection 2.13, (iii) no obligation to pay any Taxes required to be paid by the Servicer (provided that the Replacement Servicer shall pay any income Taxes for which it is liable), (iv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, hereby and (viv) no liability or obligation with respect to any Servicer Calculation Agent indemnification obligations of any prior Servicer, including the original ServicerCalculation Agent. The indemnification obligations of the Replacement Servicer upon becoming a Replacement Calculation Agent or Portfolio Asset Servicer, as applicable, are expressly limited to those arising on account of its xxxxx XXX-15121569431515895953v1213 -90- negligence or willful misconduct or the failure to act perform materially in good faith accordance with its duties and with reasonable care under the circumstancesobligations set forth in this Agreement. In addition, the Replacement Servicer shall have no liability relating to the representations and warranties of the prior Applicable Servicer contained in Section 4.03.