Common use of Subservicing Arrangements Clause in Contracts

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the Issuer, the Indenture Trustee, the Originator, the Seller, the Noteholders and the Certificateholders for the servicing and administration of the Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a subservicer Subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer or reference to actions taken through a subservicer Subservicer or otherwise, the Servicer shall remain obligated and liable to the Issuer, the Indenture Trustee, the Originator, the Seller, the Noteholders and the Certificateholders for the servicing and administration of the Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. Financial L.L.C. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerIssuing Entity, the Indenture Trustee, the Originator, the Seller, the Note Insurer, the Noteholders and the Certificateholders for the servicing and administration of the Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables and the Other Conveyed Property by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables and Other Conveyed Property in a manner consistent with the servicing arrangements contemplated hereunder; provided, further, that any such subservicing arrangement with a Person that is not an Affiliate of Silverleaf shall require the prior written consent of the Noteholder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture Trustee, the Originator, the Seller, the Noteholders Backup Servicer and the Certificateholders Noteholder for the servicing and administration of the Contracts Receivables and the Other Conveyed Property in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables and the Other Conveyed Property. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicerhereunder.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that (i) such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables in a manner consistent with the servicing arrangements contemplated hereunder, (ii) such subservicing arrangement shall be freely terminable by the Servicer without compensation or penalty paid to the applicable subservicer and (iii) such subservicing arrangement shall not constitute a sale of any servicing rights. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture TrusteeAdministrative Agent, the OriginatorBackup Servicer, the Seller, the Noteholders Account Bank and the Certificateholders Lenders for the servicing and administration of the Contracts Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicerhereunder.

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a subservicer Subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer or reference to actions taken through a subservicer Subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerDepositor, the Indenture Trustee, the Originator, the Seller, the Noteholders Seller and the Certificateholders for the servicing and administration of the Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen ServicingFinancial, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables in a manner consistent with the servicing arrangements contemplated hereunder; provided, further, that any such subservicing arrangement with a Person that is not an Affiliate of CPS shall require the prior written consent of the Noteholder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture Trustee, the Originator, the Seller, the Noteholders Backup Servicer and the Certificateholders Noteholder for the servicing and administration of the Contracts Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. In addition, if a subservicing arrangement relates to TFC Receivables, the related subservicer may be terminated by the Noteholder upon the occurrence of a TFC Funding Termination Event. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.hereunder

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract Asset by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Assets in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Assets include actions taken or to be taken by a subservicer Subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer or reference to actions taken through a subservicer Subservicer or otherwise, the Servicer shall remain obligated and liable to the Issuer, the Indenture Trustee, the Originator, the Seller, the Noteholders and the Certificateholders for the servicing and administration of the Contracts Assets in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsAssets. All actions of each subservicer Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. Financial L.L.C. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts Assets that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables in a manner consistent with the servicing arrangements contemplated hereunder; provided, further, that any such subservicing arrangement with a Person that is not an Affiliate of CPS shall require the prior written consent of the Insurer and the Noteholder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture Trustee, the OriginatorBackup Servicer, the SellerAgent, the Noteholders Insurer and the Certificateholders Noteholders for the servicing and administration of the Contracts Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. In addition, if a subservicing arrangement relates to TFC Receivables, the related subservicer may be terminated by the Insurer upon the occurrence of a TFC Funding Termination Event. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicerhereunder.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables in a manner consistent with the servicing arrangements contemplated hereunder; provided, further, that any such subservicing arrangement with a Person that is not an Affiliate of CPS shall require the prior written consent of the Controlling Party. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture Trustee, the OriginatorBackup Servicer, the Seller, the Noteholders Controlling Party and the Certificateholders Noteholder for the servicing and administration of the Contracts Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. In addition, if a subservicing arrangement relates to TFC Receivables, the related subservicer may be terminated by the Controlling Party upon the occurrence of a TFC Funding Termination Event. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicerhereunder.

Subservicing Arrangements. The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may arrange for the subservicing of any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement deem necessary or desirable and consistent with the terms of the related subservicing agreement must provide for the servicing of such Contracts in a manner consistent this Agreement. The Servicer, with the consent of the Certificate Insurer, may enter into Subservicing Agreements for any servicing arrangements contemplated hereunder. Unless and administration of Mortgage Loans with any entity which is in compliance with the context otherwise requireslaws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has been designated an approved Seller-Servicer by FHLMC or FNMA for first and second mortgage loans, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken (y) is an affiliate or to be taken by a subservicer on behalf wholly owned subsidiary of the Servicer. Notwithstanding The Servicer shall give notice to the Depositor, the Trustee and the Certificate Insurer of the appointment of any Subservicer other than a Subservicer which is an affiliate or wholly-owned subsidiary of the Servicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer, with the consent of the Certificate Insurer (after consultation with the NIMS Insurer), shall be entitled to terminate any subservicing agreementSubservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer or reference to actions taken through a subservicer Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the IssuerDepositor, the Indenture Trustee, the OriginatorAdvancing Party, the SellerNIMS Insurer, the Noteholders Certificate Insurer and the Certificateholders for the servicing and administration administering of the Contracts Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements Subservicing Agreements or arrangements or by virtue of indemnification from the subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the SubservicerMortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any collectionsagreement with a Subservicer for indemnification of the Servicer by such Subservicer, recoveries and nothing contained in this Agreement shall be deemed to limit or payments modify such indemnification or limit or modify indemnification provided by the Servicer herein. Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an Originator shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Transferor, the Trustee, the Advancing Party, the NIMS Insurer, the Certificate Insurer and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Contracts Subservicer except as set forth in the following paragraph. In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Default), the Trustee or its designee or any Successor Servicer shall, subject to Section 10.02 hereof, ------------- thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that are received by the Servicer may have entered into, unless the Trustee elects to terminate any Subservicing Agreement. If the Trustee or any Successor Servicer elects to terminate a Subservicer regardless of whether Subservicing Agreement, any expenses incurred in connection with such payments are remitted termination shall be paid by the Subservicer Servicer. If the Trustee does not terminate a Subservicing Agreement, the Trustee, its designee or the Successor Servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the same extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefore, shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. Each Subservicing Agreement shall contain provisions allowing the Trustee or its designee or any Successor Servicer to assume the rights and obligations of the Servicer, as provided in this paragraph, and allowing termination of the subservicer without penalty or notice of more than 30 days by the Trustee or its designee or any Successor Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerMortgage SPV, the Indenture Trustee, the Originator, the Seller, the Noteholders Seller and the Certificateholders Credit Agreement Agent for the servicing and administration of the Contracts in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., shall examine each subservicing agreement and shall require each subservicer to maintain an errors and omissions policy and a fidelity bond in the same minimum coverage amounts as its subservicer. Origen Servicing, Inc. accepts required by the appointment as subservicer and agrees Servicer pursuant to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables in a manner consistent with the servicing arrangements contemplated hereunder; provided, further, that any such subservicing arrangement with a Person that is not an Affiliate of CPS shall require the prior written consent of the Controlling Note Purchaser and prior written notice to the Class B Note Purchasers. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture Trustee, the OriginatorBackup Servicer, the Seller, Note Purchasers and the Noteholders and the Certificateholders for the servicing and administration of the Contracts Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. In addition, if a subservicing arrangement relates to TFC Managed Receivables, the related subservicer may be terminated by the Controlling Note Purchaser upon the occurrence of a TFC Funding Termination Event. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicerhereunder.

Subservicing Arrangements. The Servicer may arrange for the subservicing of all or any Contract portion of the Receivables by a Subservicer pursuant to a subservicing agreementsubservicer; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Receivables in a manner consistent with the servicing arrangements contemplated hereunder; provided, further, that any such subservicing arrangement with a Person that is not an Affiliate of CPS shall require the prior written consent of the Note Purchaser. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Receivables include actions taken or to be taken by a subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerPurchaser, the Indenture Trustee, the OriginatorBackup Servicer, the Seller, Note Purchaser and the Noteholders and the Certificateholders for the servicing and administration of the Contracts Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsReceivables. All actions of each subservicer performed pursuant to the related a subservicing agreement arrangement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The subservicer under each subservicing arrangement shall be engaged by the Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance upon terms consistent with the terms engagement of this Agreementthe Servicer hereunder. Each subservicer shall be simultaneously terminated in the event that the Servicer is terminated hereunder. In addition, if a subservicing arrangement relates to TFC Receivables, the related subservicer may be terminated by the Note Purchaser upon the occurrence of a TFC Funding Termination Event. The Subservicer shall be entitled to retain from collections on fees paid by the Contracts pursuant to Section 3.06(f), a subservicing fee equal Servicer to the portion of related subservicer under each subservicing arrangement shall not exceed the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references Fees paid to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicerhereunder.

Subservicing Arrangements. The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The Servicer may arrange enter into Subservicing Agreements for the subservicing any servicing and administration of Mortgage Loans with any Contract by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts entity which is in a manner consistent compliance with the servicing arrangements contemplated hereunder. Unless the context otherwise requireslaws of each state necessary to enable it to perform its obligations under such Subservicing Agreement and (x) has been designated an approved Seller-Servicer by FHLMC or FNMA for first and second mortgage loans, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts include actions taken (y) is an affiliate or to be taken by a subservicer on behalf wholly owned subsidiary of the Servicer. Notwithstanding The Servicer shall give notice to the Depositor, the Trustee and the Certificate Insurer of the appointment of any Subservicer other than a Subservicer which is an affiliate or wholly-owned subsidiary of the Servicer. Any such Subservicing Agreement shall be consistent with and not violate the provisions of this Agreement. The Servicer shall be entitled to terminate any subservicing agreementSubservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement and either itself directly service the related Mortgage Loans or enter into a Subservicing Agreement with a successor subservicer which qualifies hereunder. Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer or reference to actions taken through a subservicer Subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the IssuerDepositor, the Indenture Trustee, the OriginatorAdvancing Party, the SellerNIMS Insurer, the Noteholders Certificate Insurer and the Certificateholders for the servicing and administration administering of the Contracts Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements Subservicing Agreements or arrangements or by virtue of indemnification from the subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Contracts. All actions of each subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the SubservicerMortgage Loans. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans when the Subservicer has received such payments. The Servicer shall be entitled to enter into any collectionsagreement with a Subservicer for indemnification of the Servicer by such Subservicer, recoveries and nothing contained in this Agreement shall be deemed to limit or payments modify such indemnification or limit or modify indemnification provided by the Servicer herein. Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an Originator shall be deemed to be between the Subservicer and the Servicer alone, and the Depositor, the Transferor, the Trustee, the NIMS Insurer, the Advancing Party, the Certificate Insurer and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Contracts Subservicer except as set forth in the following paragraph. In the event the Servicer shall for any reason no longer be the Servicer (including by reason of a Servicer Default), the Trustee or its designee shall, subject to Section 10.02 hereof, thereupon assume all of the rights and obligations of the Servicer under each Subservicing Agreement that are received by the Servicer may have entered into, unless the Trustee elects to terminate any Subservicing Agreement. If the Trustee elects to terminate a Subservicer regardless of whether Subservicing Agreement, any expenses incurred in connection with such payments are remitted termination shall be paid by the Subservicer Servicer. If the Trustee does not terminate a Subservicing Agreement, the Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to each Subservicing Agreement to the Servicersame extent as if the Subservicing Agreements had been assigned to the assuming party, except that the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreements. The Servicer at its expense and without right of reimbursement therefore, shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party.

Subservicing Arrangements. The Servicer may arrange for the subservicing of any Contract Asset by a Subservicer pursuant to a subservicing agreement; provided, however, that such subservicing arrangement and the terms of the related subservicing agreement must provide for the servicing of such Contracts Assets in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the Contracts Assets include actions taken or to be taken by a subservicer Subservicer on behalf of the Servicer. Notwithstanding the provisions of any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer Subservicer or reference to actions taken through a subservicer Subservicer or otherwise, the Servicer shall remain obligated and liable to the IssuerDepositor, the Indenture Trustee, the Originator, the Seller, the Noteholders Originator and the Certificateholders for the servicing and administration of the Contracts Assets in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer Subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ContractsAssets. All actions of each subservicer Subservicer performed pursuant to the related subservicing agreement shall be performed as an agent of the Servicer with the same force and effect as if performed directly by the Servicer. The Servicer hereby appoints Origen Servicing, Inc., as its subservicer. Origen Servicing, Inc. accepts the appointment as subservicer and agrees to service the Contracts in accordance with the terms of this Agreement. The Subservicer shall be entitled to retain from collections on the Contracts pursuant to Section 3.06(f), a subservicing fee equal to the portion of the Monthly Servicing Fee calculated at 1.00% per annum, and shall remit all servicing compensation in excess of such amount to the Servicer. Origen Servicing, Inc. is hereby deemed an acceptable Subservicer for purposes of this Agreement. All references to the Servicer in this Agreement shall be deemed to include reference to the Subservicer and the parties to this Agreement shall deal directly with the Subservicer rather than the Servicer. Notwithstanding the foregoing, the parties hereto may and shall be entitled to rely on direction provided by either the Servicer or the Subservicer. For purposes of this Agreement, the Servicer shall be deemed to have received any collections, recoveries or payments with respect to the Contracts Assets that are received by a Subservicer regardless of whether such payments are remitted by the Subservicer to the Servicer.