Common use of Successor Servicer Clause in Contracts

Successor Servicer. If Backup Servicer is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by the Seller or any Subservicer. the Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent Buyer to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent the Buyer and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. Promptly after any termination of the Servicer’s rights and powers pursuant to Section 6.1 of the Sale and Servicing Agreements, the Issuer will notify the Indenture Trustee. If Backup no Back-up Servicing Agreement is in effect at the time of a termination or resignation of the Servicer is under the Sale and Servicing Agreements, the Indenture Trustee will as promptly as practicable appoint an Eligible Servicer as Successor Servicer in accordance with Section 6.2 of the Sale and Servicing Agreements, and such Successor Servicer will accept its appointment by executing an assumption agreement in a form acceptable to the Indenture Trustee. If a Successor Servicer has not been appointed by and accepted its appointment at the Administrative Agent time when the Servicer ceases to act as a successor servicer Servicer, the Indenture Trustee without further action will automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 6.2(a) of the Purchased Loans pursuant to Section 19.10Sale and Servicing Agreements. At any time following the appointment of the Indenture Trustee as Successor Servicer, the Seller (in its capacity as Servicer hereunder) shallIndenture Trustee may, and shall cause each Subservicerupon the request and at the expense of the Servicer will, subject petition a court of competent jurisdiction to such Subservicer’s rights appoint any Person that is an Eligible Servicer as the Successor Servicer under any applicable the Sale and Servicing Agreement, and Subservicer Instruction Letter, Agreements. The Indenture Trustee will give prompt notice to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days Issuer of the appointment of Backup Servicer a Successor Servicer, who will promptly notify the Rating Agencies. Notwithstanding anything to the contrary in this Indenture or the Sale and Servicing Agreements, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of any Servicing Fee paid under the Sale and Servicing Agreements and the amount necessary to induce any Person to act as Successor Servicer under the Sale and Servicing Agreements and the transactions contemplated by the Sale and Servicing Agreements. Upon its appointment, the Successor Servicer will be the successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and in all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited respects to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup predecessor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to servicing functions under the Purchased Loans which shall at Sale and Servicing Agreements and will, subject to Section 3.3(e) of the time Sale and Servicing Agreements, be held or received subject to all the responsibilities, duties and liabilities placed on the Servicer by Seller the Sale and Servicing Agreements, and all references in this Indenture or any Subservicer. Seller shall deliver immediately Indenture Supplement to Backup the Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably will be required deemed to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of refer to the Purchased LoansSuccessor Servicer.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to MortgagorsCustomers, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Loan Documents for Purchased Loan documents Loans and other related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer is appointed In furtherance and not in limitation of the rights of the Collateral Agent set forth in this Section 13, the Collateral Agent may, with respect to Servicing Rights Collateral, in addition to any other rights it may have, do one or more of the following, subject to the terms of any relevant Servicing Contract and any acknowledgement agreement between the Collateral Agent and any party to a Servicing Contract: (i) succeed the Pledgor as servicer of any or all of the Mortgage Loans covered thereby as absolute assignee thereof and not merely as security; (ii) appoint a third party as successor servicer of any or all of the Mortgage Loans covered thereby; (iii) sell to a third party or itself or otherwise transfer the Pledgor's right, title, interest and obligations thereunder, including the right to hold the escrow deposits; or (iv) require the Pledgor, notwithstanding any action taken by the Administrative Collateral Agent under clause (iii), to act remain as servicer of any or all of the Mortgage Loans covered thereby. The Collateral Agent's rights under clauses (i), (ii) and (iii) of this Section 13(b) shall respectively include, to the extent permitted under the applicable Servicing Contract, the applicable Guidelines and any acknowledgement agreement between the Collateral Agent and any party to a Servicing Contract, the right to succeed the Pledgor as servicer, appoint a successor servicer or transfer any or all Servicing Contracts in the event that the Pledgor, or any successor to the Pledgor in bankruptcy or similar proceedings, rejects any such Servicing Contracts. As successor servicer under clause (i), the Collateral Agent shall notify all interested Persons thereof and take such further action as it shall deem necessary or appropriate. Upon the Collateral Agent (x) succeeding the Pledgor as servicer under clause (i), (y) appointing a third party as a successor servicer of any or all of the Purchased Mortgage Loans pursuant to Section 19.10covered by any Servicing Contracts under clause (ii), or (z) transferring any of the Pledgor's rights, title, interest and obligations under clause (iii), the Seller Pledgor shall have no further rights under or with respect to the Servicing Contracts (or to such rights, title, interest or obligations in the case of a transfer under clause (iii)), to any other documents pertaining thereto or to the related escrow deposits. Upon the exercise by the Collateral Agent of any option hereunder, the Pledgor shall (i) upon request of the Collateral Agent, deliver to the Collateral Agent all escrow deposits and other deposits in its capacity as Servicer hereunderpossession or under its control and (ii) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof cooperate with the same degree of diligence and prudence Collateral Agent in every respect in effecting such succession. In the event that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair the Collateral Agent or prejudice the rights or financial condition of Backup Servicer. Within five Business Days any appointee of the appointment of Backup Servicer to act Collateral Agent succeeds the Pledgor as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and or all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documentsLoans covered by any Servicing Contracts, the Collateral Agent or the appointee, as the case may be, shall only assume those obligations which a successor servicer of such Mortgage Loans is obligated to assume; provided that neither the Collateral Agent nor its appointee shall be liable for any failure of the Pledgor to perform its obligations relating to any Servicing Contracts or for any other breach thereof. Nothing contained in this Section 13 shall be construed as an assumption by the Collateral Agent, the Agent, any other Principal or any of their respective appointees of any liability of the Pledgor with respect to any of the Collateral, and the preparation Pledgor shall be and recordation of assignments of Mortgage. Seller shall (remain responsible, on a joint and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicerseveral basis, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loansliabilities.

Successor Servicer. If Backup Servicer is appointed by Upon the Administrative Agent to act as a successor servicer Servicer's receipt of the Purchased Loans notice of termination pursuant to Section 19.108.1 or resignation pursuant to Section 7.5, the Seller (Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no action whatsoever such notice of termination or resignation had been given. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established financial institution (x) having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and (y) whose regular business shall include the servicing of automobile receivables, as successor Servicer under this Agreement; provided, that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup any such successor Servicer is required to act satisfy the Rating Agency Condition. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless the Indenture Trustee shall be prohibited by law from so acting, the Indenture Trustee shall not be relieved of its duties as successor servicer Servicer under this Section 8.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loansunder this Agreement.

Successor Servicer. If Backup (a) With respect to a Servicer is resignation pursuant to Section 6.11, after receipt by the Issuer and the Collateral Agent of the opinion of counsel required by such section, and with respect to a Servicer termination pursuant to Section 6.15, after receipt by the Servicer of a Servicer Termination Notice, and, with respect to both such a Servicer resignation and a Servicer termination, on the date that the Successor Servicer shall have been appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans Issuer pursuant to Section 19.106.17, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Successor Servicer; and, without limitation, the Seller (in its capacity as Servicer hereunder) shallCollateral Agent is hereby authorized and empowered to execute and deliver, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days on behalf of the appointment of Backup Servicer to act as successor servicer of the Purchased Loansattorney-in-fact or otherwise, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) The Servicer agrees to Backup Servicer, including but not limited to cooperate with the transfer and endorsement of the Mortgage Notes and related documents, Collateral Agent and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Successor Servicer in effecting the transfer termination of the responsibilities and rights of the Servicer to conduct servicing responsibilities to Backup Servicerhereunder, including execution and delivery of servicing transfer notices to Mortgagorsincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to Backup the Successor Servicer of all authority of the Servicer to service the Purchased Contract Assets provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for administration by it of all Income deposit, or which shall thereafter be received with respect to the Purchased Loans which Contract Assets. (c) The Servicer shall at promptly transfer its electronic records relating to the time be held or received by Seller or any Subservicer. Seller Purchased Contract Assets therein to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall deliver immediately promptly transfer to Backup the Successor Servicer all other records, correspondence and documents necessary or desirable for the continued servicing of the Purchased Loan documents Contract Assets in the manner and related documents and statements held by it at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall, at no charge to the Successor Servicer or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably the Issuer, be required to more fully enter into such customary licensing and definitively vest confidentiality agreements as the Servicer shall deem reasonably necessary to protect its interest. All costs and expenses incurred in Backup connection with a transfer of servicing shall be borne by the outgoing Servicer. The Seller shall, upon request at all times, provide such information and assistance to the Servicer all such rights, powers, duties, responsibilities, or the Successor Servicer as shall be required for the Servicer or the Successor Servicer to perform its obligations and liabilities of Seller as servicer of the Purchased Loanshereunder.

Successor Servicer. If Backup Servicer is appointed by the Administrative Agent and Syndication Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five (5) Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Upon the occurrence of either of the events described in clauses (i) and (ii) of the immediately-preceding sentence, the Agent shall have the option to appoint CIT Group/Sales as Successor Servicer is appointed hereunder, and CIT Group/Sales agrees to accept such appointment if so made by the Administrative Agent to act as a successor servicer Agent. If either of the Purchased Loans pursuant to Section 19.10events described in clauses (i) and (ii) of the second immediately-preceding sentence shall occur and the Agent shall not exercise its option described in the immediately-preceding sentence, then, provided that, at such time (x) CIT Group/Sales shall not be in default of its obligations and duties contained herein, (y) no Limited Servicer Termination Event shall have occurred and (z) CIT Group/Sales shall be an Eligible Sub-Servicer, the Seller Agent shall be required to negotiate with CIT Group/Sales, on an exclusive basis, for a period of 10 days in an effort to reach an agreement whereby CIT Group/Sales shall become the Successor Servicer hereunder. If CIT Group/Sales shall become the Successor Servicer hereunder, then (A) CIT Group/Sales shall perform, and be responsible for, all covenants, obligations, duties, liabilities, representations and warranties of Servicer hereunder and (B) there shall no longer be a Sub-Servicer under this Agreement and, in such case, all covenants, obligations, duties, liabilities, representations and warranties which were theretofore covenants, obligations, duties, liabilities, representations and warranties of the Sub-Servicer hereunder shall become covenants, obligations, duties, liabilities, representations and warranties of CIT Group/Sales, in its capacity as Successor Servicer hereunder) shall, and shall cause each Subservicerall rights, subject to such Subservicer’s rights under any applicable Servicing Agreementbenefits and privileges which were theretofore rights, benefits and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days privileges of the appointment of Backup Sub-Servicer to act as successor servicer of the Purchased Loans, Seller shall, and hereunder shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such become rights, powersbenefits and privileges of CIT Group/Sales, duties, responsibilities, obligations and liabilities of Seller in its capacity as servicer of the Purchased LoansSuccessor Servicer hereunder.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.by

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans. Section 20.

Successor Servicer. If Backup Servicer is appointed In each case of either the appointment of the Indenture Trustee (or any Affiliate as provided below) as Successor Servicer, or resignation of the Indenture Trustee as Servicer, the Indenture Trustee shall provide to the Depositor, in writing, such information as reasonably requested by the Administrative Agent Depositor to act as comply with its reporting obligation under the Exchange Act with respect to a successor servicer Successor Servicer or the resignation of the Purchased Loans pursuant Servicer. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle installment sales contracts and installment loans, (ii) enter into a servicing agreement with the Issuer and the Depositor having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to Section 19.10the Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Servicer. If within 30 days after the delivery of the notice referred to above, the Seller Issuer shall not have obtained such a new Servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree with, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 7.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the duties of the Servicer as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, except as otherwise provided in the proviso to Section 6.01(a), the provisions of Article Six shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer hereunder) shall, and the servicing of the Receivables. In case the Indenture Trustee shall cause each Subservicer, subject become successor to such Subservicer’s rights the Servicer under any applicable the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates or agents; provided that the Indenture Trustee, in its capacity as Servicer, shall be fully liable for the actions and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge omissions of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair Affiliate or prejudice the rights or financial condition of Backup agent in such capacity as Successor Servicer. Within five Business Days Notwithstanding any other provisions of this Indenture to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the appointment of Backup servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act as successor servicer of Successor Servicer under the Purchased Loans, Seller shall, Sale and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased LoansAgreement.

Successor Servicer. If Backup Upon the occurrence of any Servicer is Event of Default, the Termination Date, or any Event of Default, the Collateral Agent may shall (i) if so directed by the Administrative Agent, designate a new Servicer for purposes of liquidating the facility and give notice to Servicer that a new Servicer has been designated for such purposes or (ii) if so directed by the Administrative Agent, give notice to Servicer that no new Servicer has been appointed by the Administrative Collateral Agent to act as a successor servicer and that the Collateral Agent will assume all of the Purchased Loans rights and responsibilities of the Servicer hereunder for purposes of liquidating the facility. Upon receipt by Servicer of such any notice in accordance with clause (i) or (ii) above, it shall terminate its activities as Servicer hereunder in a manner that the Collateral Agent believes will facilitate the transition of the performance of such activities to a new Servicer or the Collateral Agent, as the case may be. Any new Servicer must agree in writing to perform the duties and obligations of the "Servicer" pursuant to Section 19.10, the Seller (terms hereof. The Collateral Agent shall provide each Rating Agency with notice of any change in its capacity as the Servicer. The Servicer hereunder) shall, and shall cause each Subservicer, subject hereby agrees to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof cooperate with the same degree of diligence Collateral Agent and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as any successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer appointed in accordance herewith in effecting the termination and transfer of servicing the responsibilities and rights of the Servicer hereunder to Backup the Collateral Agent or any successor to the Servicer, including execution and delivery of servicing transfer notices to Mortgagorsincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to Backup Servicer the Collateral Agent or to the successor to the Servicer, as applicable, for administration by it of all Income with respect to the Purchased Loans Cash which shall at the time be held by the Servicer or thereafter received with respect to the Assets Pool. In addition, upon the appointment of any successor Servicer or the assumption by Seller the Collateral Agent of the Servicer's rights and responsibilities hereunder, the Servicer shall obtain and/or assign to the Collateral Agent or such successor any license or approval required for the use of any program used by the Servicer in the servicing of the Assets Pool. The Servicer hereby designates the Collateral Agent or any Subservicer. Seller shall deliver immediately successor to Backup the Servicer all Purchased Loan documents as its agent and related documents attorney-in-fact to execute transfers of financing statements and statements held by it any other filings or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver instruments which may be necessary or advisable to effect such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer transfer of the Purchased LoansServicer's responsibilities and rights hereunder.

Successor Servicer. If Backup The Indenture Trustee may resign as the Servicer is appointed by giving written notice of such resignation to the Administrative Agent Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee or any Affiliate thereof) shall (i) be an established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automotive receivables and whose appointment as Successor Servicer satisfies the Rating Agency Condition and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as a successor Successor Servicer under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Purchased Loans pursuant to Section 19.10Receivables as provided herein, the Seller (it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer hereunder) shall, and the servicing of the Receivables. In case the Indenture Trustee shall cause each Subservicer, subject become successor to such Subservicer’s rights the Servicer under any applicable the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge omissions of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place Affiliate in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup capacity as Successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup The Indenture Trustee may resign as the Servicer is appointed by giving written notice of such resignation to the Administrative Agent Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automotive receivables and whose appointment as Successor Servicer satisfies the Rating Agency Condition and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as a successor Successor Servicer under the Basic Documents and the transactions set forth or provided for therein. If the Indenture Trustee shall succeed to the Servicer's duties as servicer of the Purchased Loans pursuant to Section 19.10Receivables as provided herein, the Seller (it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as the successor to the Servicer hereunder) shall, and the servicing of the Receivables. In case the Indenture Trustee shall cause each Subservicer, subject become successor to such Subservicer’s rights the Servicer under any applicable the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge omissions of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place Affiliate in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup capacity as Successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Notwithstanding the Backup Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of the Seller as Servicer, or any successor Servicer, under this Agreement arising on and after the Assumption Date, the Backup Servicer is appointed by the Administrative Agent shall not be deemed to act as a successor servicer of the Purchased Loans pursuant have assumed or to Section 19.10become liable for, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under or otherwise have any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer liability for any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and or liabilities of (i) the Seller as servicer or any other Servicer arising on or before the Assumption Date, whether provided for by the terms of this Agreement, arising by operation of law or otherwise, including, without limitation, any liability for any duties, responsibilities, obligations or liabilities of the Purchased LoansSeller or any other Servicer arising on or before the Assumption Date under SECTION 4.7 or 9.2 of this Agreement, regardless of when the liability, duty, responsibility or obligation of the Seller or any other Servicer therefor arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise, or (ii) under SECTION 9.2(a)(ii), (iv) or (v). Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Trustee or the Noteholder may petition a court of competent jurisdiction to appoint any Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to SECTION 9.6, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION 9.6. If upon the termination of the Servicer pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION 9.6, the Noteholder appoints a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder.

Successor Servicer. If Backup (a) After receipt by SPS of a Servicer is Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.106.4, all authority and power of SPS as Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Seller Agent is hereby authorized and empowered (in its capacity as Servicer hereunderupon the failure of SPS to cooperate) shall, and shall cause each Subservicer, subject until termination of this Agreement pursuant to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, Section 4.8 to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and deliver, on behalf of SPS as attorney-in-fact or otherwise, all documents and other instruments upon the failure of SPS to execute or deliver such documents or instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) SPS agrees to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup such Successor Servicer in effecting the transfer termination of the responsibilities and rights of SPS to conduct servicing responsibilities to Backup Servicerhereunder, including execution and delivery of servicing transfer notices to Mortgagorsincluding, MERS (if applicable), taxing authorities and insurance companieswithout limitation, the transfer to Backup such Successor Servicer for administration by it of all Income authority of SPS to service the Receivables (and the Purchased Interest therein) provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by SPS for deposit, or which shall thereafter be received with respect to the Receivables. (c) SPS shall promptly transfer its electronic records (i.e. its computer tapes and disks on which data relating to the Receivables is stored but, subject to this subsection (c), excluding computer hardware and proprietary or licensed software) relating to the Receivables (and the Purchased Loans which Interest therein) to the successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall at promptly transfer to the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Successor Servicer all Purchased Loan other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and related documents and statements held by it or at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require SPS to disclose to the Successor Servicer information of any Subservicer hereunder and Seller kind which SPS reasonably deems to be confidential, the Successor Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully enter into such customary licensing and definitively vest in Backup confidentiality agreements as SPS shall deem necessary to protect its interest. In addition, the Servicer all such rightsshall use reasonable efforts to arrange, powers, duties, responsibilities, obligations and liabilities of Seller as servicer to the satisfaction of the Purchased LoansAgent, such amendments to licenses of computer software as are necessary or desirable to permit the Agent to effect such transfer of servicing.

Successor Servicer. If Backup Servicer is appointed On and after the receipt by the Administrative Agent Servicer of a notice designating a new Servicer pursuant to act as Section 2.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such notice or otherwise specified by the Trustee (pursuant to the written direction of the Required Noteholders) in writing. The Trustee, upon the written direction of the Required Noteholders in their sole discretion at the time described in the immediately preceding sentence, shall appoint a successor servicer as the Servicer hereunder, and such successor Servicer shall on such date assume all obligations of the Purchased Loans pursuant Servicer hereunder, and all authority and power of the Servicer under this Agreement shall pass to Section 19.10and be vested in such successor Servicer; provided, however, that any successor Servicer which is not an Affiliate of Cofina Financial, LLC shall not (i) be responsible or liable for any past actions or omissions of any prior Servicer or (ii) be obligated to service in accordance with the Credit Manual but shall instead be obligated to service in accordance with a market and prudent standard. Upon its appointment as successor to the Servicer, the Seller (successor Servicer shall be the successor in its capacity as all respects to the Servicer hereunder) shall, and shall cause each Subservicer, subject with respect to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise functions under this Agreement, shall assume all servicing duties hereunder and shall take no action whatsoever that might impair or prejudice be subject to all the rights or financial condition of Backup 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 such successor Servicer. Within five Business Days All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the appointment of Backup Servicer under this Agreement and shall pass to act as and be vested in the successor servicer Servicer and, without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Purchased LoansServicer, Seller shallas attorney-in-fact or otherwise, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees at its expense to Backup Servicer, including but not limited cooperate with the successor Servicer and to take all actions required to effectuate the termination of the responsibilities and rights of the Servicer to conduct servicing on the Collateral and to take all such action and provide all such information required to effectuate the prompt transitioning of the Servicer to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup successor Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer of the Purchased Loans.

Successor Servicer. If Backup The Servicer is appointed by shall cooperate with the Administrative Agent to act as a successor servicer Indenture Trustee and any Successor Servicer in effecting (1) the termination of the Purchased Loans pursuant to Section 19.10Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the Seller (in its capacity as Servicer hereunder) shallassignment of the servicing functions, if required, and shall cause each Subservicerproviding the Indenture Trustee and Successor’ Servicer, subject to such Subservicer’s rights under any applicable Servicing Agreementas applicable, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five Business Days of the appointment of Backup Servicer to act as successor servicer of the Purchased Loans, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and records in electronic or other instruments, place in such successorform reasonably requested by it to enable it to perform the Servicer’s possession all Servicing Records, functions hereunder and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to2) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it the Indenture Trustee or such Successor Servicer, as applicable, of all Income with respect to the Purchased Loans amounts which shall at the time be held or should have been deposited by the Servicer in the Collection Account and any other account or fund maintained with respect to the Class A Notes or thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused solely by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Servicer to cooperate as required by this Indenture, (iii) the failure of the Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Indenture or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer; provided that the Successor Servicer uses its commercially reasonable best efforts (1) to have the predecessor Servicer deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have been delivered; provided further that the Indenture Trustee or any other Successor Servicer shall institute and prosecute legal actions against the predecessor Servicer as and if directed by the Insurer, at the Insurer’s expense. The Successor Servicer will not be responsible for delays attributable solely to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Successor Servicer; provided that the Successor Servicer uses its commercially reasonable best efforts (1) to have the predecessor Servicer deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have been delivered. The Successor Servicer will make arrangements with the Servicer for the prompt and safe transfer of, and the Servicer shall provide to the Successor Servicer, all necessary servicing files and records, including (as deemed necessary by the Successor Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Mortgage Loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the Successor Servicer, reflecting all applicable Mortgage Loan information. The Successor Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results solely from the Successor Servicer acting in accordance with information prepared or supplied by the predecessor Servicer (or the Indenture Trustee if the Successor Servicer is not an Affiliate of the Indenture Trustee) or the failure of the predecessor Servicer (or the Indenture Trustee if the Successor Servicer is not an Affiliate of the Indenture Trustee) to prepare or provide such information. The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by the predecessor Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Servicer), (ii) for any inaccuracy or omission in a notice or communication received by Seller the Successor Servicer from the predecessor Servicer, the Issuer, or the Indenture Trustee (except to the extent any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer Person is an Affiliate of the Purchased LoansSuccessor Servicer), or (iii) which is solely due to or results from the invalidity or unenforceability of any Mortgage Loan under applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan. Any such Successor Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a successor servicer.

Successor Servicer. If Backup (a) After receipt by the Servicer is of a Servicer Termination Notice, or after resignation of a Servicer pursuant to Section 2.09, and on the date that a Successor Servicer shall have been appointed by the Administrative Collateral Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.102.13, all authority and power of the Seller (in its capacity as Servicer hereunder) shall, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, Agreement shall pass to and shall take no action whatsoever that might impair or prejudice be vested in a Successor Servicer; and the rights or financial condition of Backup Servicer. Within five Business Days Collateral Agent is hereby authorized and empowered (upon the failure of the appointment of Backup Servicer to act as successor servicer cooperate) to execute and deliver, on behalf of the Purchased LoansServicer as attorney-in-fact or otherwise, Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup Servicer any and all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, place in such successor’s possession all Servicing Records, and to do or cause to be done and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) The Servicer agrees to Backup Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Collateral Agent and Backup such Successor Servicer in effecting the transfer termination of the responsibilities and rights of the Servicer to conduct servicing responsibilities to Backup Servicerhereunder, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for administration by it of all Income deposit, or which shall thereafter be received with respect to the Purchased Loans which Receivables. (c) The Servicer shall at promptly transfer its electronic records relating to the time be held or received by Seller or any Subservicer. Seller Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall deliver immediately promptly transfer to Backup the Successor Servicer all Purchased Loan other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and related documents and statements held by it at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer or any Subservicer hereunder and Seller Company reasonably deems to be confidential, the Successor Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully enter into such customary licensing and definitively vest confidentiality agreements as the Servicer or Company shall deem necessary to protect its interest. All costs and expenses incurred in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities connection with a transfer of Seller as servicer servicing shall be borne by the outgoing Servicer. Each of the Purchased LoansSellers and the Company shall, upon request, at all times provide such information and assistance to the Servicer as shall be required for the Servicer to perform its obligations hereunder.

Successor Servicer. If Backup The Servicer is appointed agrees to co-operate in the transfer of all records, software and any and all other documents in both written and computer readable form to any successor Servicer. EXHIBIT V TERMINATION EVENTS Each of the following shall be a "Termination Event": (a) the Seller or the Servicer (if Smurfit-MBI) shall fail to make any payment or deposit to be made by it under the Agreement when due and such failure shall continue for three Business Days; or (b) any representation or warranty made or deemed made by the Administrative Agent to act as a successor servicer Seller or the Servicer (or any of their respective officers) under or in connection with the Purchased Loans Agreement or any written information or report delivered by the Seller or the Servicer pursuant to Section 19.10the Agreement or the other Transaction Documents shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and such breach of representation or warranty, the Seller (in its capacity as Servicer hereunder) shallif capable of being rectified, and shall cause each Subservicer, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five not rectified within six Business Days of the appointment date the Seller or the Servicer first becomes aware of Backup such breach; or (c) the Seller or the Servicer (if Smurfit-MBI) shall fail to act perform or observe any material term, covenant or agreement contained in the Agreement or any other Transaction Document on its part to be performed or observed (other than as successor servicer specified in CLAUSE (a) above) and any such failure shall remain unremedied for 10 days after the Seller becomes aware of such failure (or, with respect to a failure to deliver any Portfolio Report pursuant to the Agreement, such failure shall remain unremedied for five days after such Portfolio Report was due); or (d) the Seller shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least $10,000,000 (or the United States dollar equivalent thereof) in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) the Agreement or any purchase pursuant to the Agreement shall for any reason (other than pursuant to the terms hereof) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable perfected ownership interest to the extent of the Purchased Loans, Seller shall, Interest in each Purchased Receivable and shall cause each Subservicer to, prepare, execute the Related Security and deliver to Backup Servicer any and all documents Collections and other instrumentsproceeds with respect thereto, place free and clear of any Adverse Claim (other than any Adverse Claims created or granted by the Issuer); or (f) either the Seller or the Parent shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding or notice of intention to file a proceeding or proposal shall be instituted by or against either the Seller or the Parent seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such successor’s possession all Servicing Recordsproceeding (including, and do without limitation, the entry of an order for relief against, or cause the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or either the Seller or the Parent shall take any corporate action to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and endorsement authorise any of the Mortgage Notes and related documents, and actions set forth above in this PARAGRAPH (f); or (g) the preparation and recordation of assignments of Mortgage. Seller shall (and shall cause each Subservicer to) cooperate with Administrative Agent and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Purchased Loans which shall at the time be held or received by Seller or any Subservicer. Seller shall deliver immediately to Backup Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of Seller as servicer aggregate Outstanding Balance of the Purchased Loans.Receivables shall at any time be less than the Required Amount or the Net Receivables Pool Balance shall at any time be less than the Required Amount, in either case for a period of six consecutive Business Days or more; or

Successor Servicer. If the Backup Servicer or any other Person is appointed by the Administrative Agent to act as a successor servicer of the Purchased Loans pursuant to Section 19.10the preceding section, the Seller (in its capacity as Servicer hereunder) shall, and shall cause each SubservicerSubservicer to, subject to such Subservicer’s rights under any applicable Servicing Agreement, and Subservicer Instruction Letter, to discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup the successor Servicer. Within five (5) Business Days of the appointment of Backup a successor Servicer to act as successor servicer of the Purchased Loans, the Seller shall, and shall cause each Subservicer to, prepare, execute and deliver to Backup such successor Servicer any and all documents and other instruments, place in such successor’s possession all Servicing Records, and do or cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup the successor Servicer, including but not limited to the transfer and endorsement of the Mortgage Notes and related documents, and the preparation and recordation of assignments of Mortgage. The Seller shall (and shall cause each Subservicer to) cooperate with Administrative the Agent and Backup the successor Servicer in effecting the transfer of servicing responsibilities to the Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to the Backup Servicer or successor Servicer for administration by it of all Income with respect to the Purchased Loans which that shall at the time be held or received by the Seller or any Subservicer. The Seller shall deliver immediately to Backup the successor Servicer all Purchased Loan documents and related documents and statements held by it or any Subservicer hereunder and the Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller as servicer of the Purchased Loans.