Common use of The Back-up Servicer Clause in Contracts

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in January 2000, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, hereunder the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Indenture Trustee and the SellerDepositor. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up Servicer, Fairbanks Capital Corp. shall in no event be liable for any obligations of the Unaffiliated Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Indenture Trustee, the SellerDepositor, each Noteholder, the Certificateholders Servicer and the ServicerUnaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Indenture Trustee, the SellerDepositor, the Certificateholder Noteholder, the Servicer, or the Servicer Unaffiliated Seller and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in of each calendar month commencing in January 2000month, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Indenture Trustee not later than each January March 15, April June 15, July September 15 and October December 15, commencing in January 2000September 15, 1999, with an officer's certificate, in the form of Exhibit F hereto, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it as Back-up Servicer by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to any other Basic Document to which it is not a party. (b) Subject to the various agreements named hereinBack-up Servicer's obligations pursuant to this Section 8.03, prior to Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. In Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor servicer and Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer is performing in its capacity as Back-up Servicer, Fairbanks and the parties shall in no event be liable for any obligations of the Seller or look only to the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses . (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. c) The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicerServicer) may conclusively rely and shall be fully protected in addition agrees acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to indemnify the Servicer against any losses, claims be genuine and to have been signed or damages whenever imposed or suffered resulting from the performance or non-performance presented by the proper party or parties. (d) The Back-up Servicer (including in its capacity as successor Servicer) may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Owner Trustee. (e) The Back-up Servicer (including in its capacity as successor Servicer) shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) The Back-up Servicer (including in its capacity as successor Servicer) may execute any of the trusts or powers hereunder or perform any duties hereunder from either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the date on which it becomes the successor servicerpart of any agent, other than any lossattorney, claim custodian or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer (including in its capacity as successor Servicer, ) whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Majority Controlling Noteholders shall have the right, with or without cause, to remove the Back-up Servicer, in its capacity as Back-up Servicer, in its sole discretion and replace the Back-up Servicer upon seven (7) days prior written notice. No later than In the event that the Majority Controlling Noteholders exercises its right to remove and replace the Back-up Servicer, such Person shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02 hereof. (i) On or before the fifth Business Day prior to the Deposit Date in of each calendar month commencing in January 2000month, the Servicer shall will deliver to the Back-up Servicer a complete set of servicing records in computer-readable form Computer Tape containing such information with respect to the payment, collection and other servicing activity Receivables as of the Mortgage Loans during close of business on the last day of the immediately preceding calendar monthCollection Period as is necessary for preparation of the Servicer's Certificate. The Back-up Servicer shall use the Computer Tape to recalculate the information specified in Sections 8.03(j)(ii) and (iii) hereof contained in the Servicer's Certificate delivered by the Servicer, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume shall notify the duties of Indenture Trustee and the Owner Trustee that it has recalculated such information in the Servicer's Certificate in accordance with this Section 8.03 and shall notify the Servicer hereunder without delay and the Indenture Trustee of any discrepancies, in each case, on account or before the fourth Business Day immediately preceding the related Payment Date but in no event fewer than five (5) Business Days after receiving the information required to make such calculations. Such notice shall be substantially in the form of Exhibit F attached hereto. In the event that the Back-up Servicer reports any discrepancies, the Servicer and the Back-up Servicer shall attempt to reconcile such discrepancies prior to the related Payment Date, but in the absence of relevant servicing informationa reconciliation, the Servicer's Certificate shall control for the purpose of calculations and payments with respect to the related Payment Date. On In the event that the Back-up Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer's Certificate by the related Payment Date, (i) the Back-up Servicer will notify the Indenture Trustee and the Owner Trustee, and (ii) the Servicer shall cause a firm of Independent certified public accountants, at least the Servicer's expense, to audit the Servicer's Certificate and, prior to the fifth calendar day of the following month, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer's Certificate for such next succeeding Determination Date. All Computer Tapes received by the Back-up Servicer will be stored by the Back-up Servicer in accordance with its customary practices. (j) The Back-up Servicer shall review each Servicer's Certificate delivered by the Servicer pursuant to Section 8.12 and shall, based upon the information provided from the Servicer under Section 8.03(i): (i) confirm that such Servicer's Certificate is complete on its face; (ii) load the Computer Tape received from the Servicer pursuant to Section 8.03(i) hereof, confirm that such Computer Tape is in a quarterly basisreadable form, and calculate the Principal Balance of the Receivables based on the aggregate Principal Balance of the Receivables as of the preceding Payment Date (as set forth in such Servicer's Certificate) and the principal portion of the Scheduled Receivable Payment or Modified Scheduled Receivable Payment for the Receivables (as set forth in such Servicer's Certificate) and compare such calculation to that set forth in the Servicer's Certificate (and give notice of any discrepancy to the Indenture Trustee); and (iii) recalculate the Available Funds, the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class B Monthly Interest, the Class C Monthly Interest, the Class D Monthly Interest, the Certificate Monthly Interest, the Monthly Principal, the Certificate Monthly Principal, the Servicing Fee, the Back-up Servicer Fee, the Indenture Trustee Fee, the Owner Trustee Fee, the amounts on deposit in the Reserve Account and the Collection Account, based solely on the balances and calculations specifically set forth in the Servicer's Certificate, and compare such recalculations to those set forth in the Servicer's Certificate. To the extent of any discrepancy, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, give notice thereof to the effect that it has received from Indenture Trustee. The Back-up Servicer's obligation shall be limited to the Servicer each monthly submission of servicing data, has completed such conversion and mapping mathematical recalculation of the data delivered with respect to amounts set forth in Sections 8.03(j)(ii) and (iii) based on the three immediately preceding calendar months, Servicer's Certificate and is capable of assuming the duties of the Servicer if required to do so hereunderComputer Tape.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform TRUST AND SERVICING AGREEMENT those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only not be responsible required to perform those expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties specifically imposed upon hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it by the provisions hereof. Such duties generally relate in writing prior to the following procedures which would permit expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agencyperforms in such capacity, and the Insurer with not less than 60 day's notice delivered parties shall look only to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage shall have no responsibility or liability arose out of, in connection with the perfection or was imposed upon maintenance of a security interest in the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer Receivables. (including the Back-up Servicer in its capacity as successor servicerc) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. No later than the fifth Business Day prior . (d) Notwithstanding anything to the Deposit Date in each calendar month commencing in January 2000contrary herein, the Servicer Controlling Party shall deliver have the right in its sole and absolute discretion to remove and replace the Back-up Servicer. In the event that the Controlling Party exercises its right to remove and replace [__________] as Back-up Servicer, [__________] shall have no further obligation to perform the duties of the Back-up Servicer a complete under this Agreement except as set of servicing records forth in computer-readable form with respect to Section 12. (e) To the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit extent the Back-up Servicer to assume and the duties of Indenture Trustee are the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basissame party, the Back-up Servicer shall convert may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and "map" the data contained in such servicing records to its own servicing systemStandby Servicer, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, only to the effect that it has received from extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunderIndenture.

The Back-up Servicer. (a) Prior to assuming any of the -------------------- Master Servicer's rights and obligations hereunder, hereunder the Back-up Up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Up Servicer to assume some or all of the Master Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Up Servicer, prior to assuming any of the Master Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Up Servicer reasonably acceptable to each Rating Agency, the Master Servicer and the Insurer Depositor with not less than 60 day's days' notice delivered to the Servicer, the Trustee Master Servicer and the SellerDepositor. Prior to its becoming successor servicerSuccessor Servicer, the Back-up Up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer Successor Servicer and as Back-up Up Servicer, Fairbanks Bankers Trust Company of California, N.A. shall in no event be liable for any obligations of the Unaffiliated Seller or the Master Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. . (b) The Back-up Up Servicer agrees to indemnify the Trust, the Trustee, the SellerDepositor, each Holder of a Certificate, the Certificateholders Master Servicer and the ServicerUnaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the SellerDepositor, the Certificateholder Holder of such Certificate, the Master Servicer, or the Servicer Unaffiliated Seller and their respective directors, officers, employees and agents through the Back-up Up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the costcosts, expense, loss, claim, damage or liability. . (c) The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Master Servicer shall not have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in January 2000, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. (a) Prior to assuming any of the -------------------- Servicer's rights and obligations hereunder, hereunder the Back-up Up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Up Servicer reasonably acceptable to each Rating Agency, the Servicer and the Insurer Depositor with not less than 60 day's days' notice delivered to the Servicer, the Trustee Servicer and the SellerDepositor. Prior to its becoming successor servicerSuccessor Servicer, the Back-up Up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer Successor Servicer and as Back-up Up Servicer, Fairbanks Bankers Trust Company of California, N.A. shall in no event be liable for any obligations of the Unaffiliated Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. . (b) The Back-up Up Servicer agrees to indemnify the Trust, the Trustee, the SellerDepositor, each Holder of a Trust Interest, the Certificateholders Servicer and the ServicerUnaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the SellerDepositor, the Certificateholder Holder of such Trust Interest, the Servicer, or the Servicer Unaffiliated Seller and their respective directors, officers, employees and agents through the Back-up Up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the costcosts, expense, loss, claim, damage or liability. The Back-up Servicer . (including the Back-up Servicer in its capacity as successor servicerc) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no not liability, direct or indirect, to any party, for the acts or omissions of the Back-up Up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in January 2000, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named hereinother Basic Documents. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. In its capacity as successor servicer and as Notwithstanding any provision to the contrary, the Back-up Servicer, Fairbanks in its capacity as such, and not in its capacity as successor Servicer, shall in no event not be liable for any obligations obligation of the Seller or Servicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall have TRUST AND SERVICING AGREEMENT no responsibility or liability in connection with the perfection or maintenance of a security interest in the Receivables. (c) Prior to indemnify the Trust, the Trustee, the Seller, the Certificateholders and assuming any of the Servicer's rights and obligations hereunder, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer may conclusively rely and shall be fully protected in its capacity as successor serviceracting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (d) in addition agrees Prior to indemnify assuming any of the Servicer against any lossesServicer's rights and obligations hereunder, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer may consult with counsel and the advice or any opinion of its duties counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder from in good faith and in accordance with any such written counsel, a copy of which has been furnished to the date on which it becomes Indenture Trustee and the successor servicer, other than Insurer. (e) Prior to assuming any loss, claim or damage resulting from of the Servicer's negligencerights and obligations hereunder, misconductthe Back-up Servicer shall not be bound to make any investigation into the facts or matters stated in any resolution, bad faith certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or failure other paper or document. (f) Prior to comply assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with this Agreement. due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03. No later than In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as Back-up Servicer, Deutsche Bank Trust Company Americas shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02. (i) On or before the fifth Business Day prior to the Deposit Date in of each calendar month commencing in January 2000month, the Servicer shall will deliver to the Back-up Servicer a complete set of servicing records in computer-readable form Computer Tape containing such information with respect to the payment, collection and other servicing activity Receivables as of the Mortgage Loans during close of business on the last day of the immediately preceding calendar monthCollection Period as is necessary for preparation of the Servicer's Certificate. In addition, which records the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall contain sufficient data (including the name, phone number have occurred and address of each borrowerbe continuing) deliver to permit the Back-up Servicer to assume the duties (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the Servicer hereunder without delay close of business on account the date of demand all of the absence data maintained by the Servicer in a format TRUST AND SERVICING AGREEMENT acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of relevant servicing informationdemand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (j) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. On at least a quarterly basisAll other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (k) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer shall convert may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and "map" the data contained in such servicing records to its own servicing systemStandby Servicer, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, only to the effect that it has received from extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunderIndenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to any other Basic Document to which it is not a party. (b) Prior to assuming any of the various agreements named hereinServicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. In its capacity as successor servicer and as Notwithstanding any provision to the contrary, the Back-up Servicer, Fairbanks in its capacity as such, and not in its capacity as successor Servicer, shall in no event not be liable for any obligations obligation of the Seller Master Servicer or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions Subservicer contained in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including Agreement so long as the Back-up Servicer performs in its capacity as successor servicersuch capacity, and the parties shall look only to the Master Servicer and the Subservicer to perform such obligations. (c) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. No later than the fifth Business Day prior . (d) Notwithstanding anything to the Deposit Date in each calendar month commencing in January 2000contrary herein, the Servicer Controlling Party shall deliver have the right, with or without cause, to remove the Back-up Servicer a complete set in its sole discretion and replace the Back-up Servicer. In the event that the Controlling Party exercises its right to remove and replace the Back-up Servicer, such Person shall have no further obligation to perform the duties of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained under this Agreement except as set forth in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunderSection 7.03.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it as Back-up Servicer by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to any other Basic Document to which it is not a party. (b) Subject to the various agreements named hereinBack-up Servicer's obligations pursuant to this Section 8.03, prior to the Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. In Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor servicer and Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer is performing in its capacity as Back-up Servicer, Fairbanks and the parties shall in no event be liable for any obligations of the Seller or look only to the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses . (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. c) The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicerServicer) may conclusively rely and shall be fully protected in addition agrees acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to indemnify the Servicer against any losses, claims be genuine and to have been signed or damages whenever imposed or suffered resulting from the performance or non-performance presented by the proper party or parties. (d) The Back-up Servicer (including in its capacity as successor Servicer) may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Owner Trustee. (e) The Back-up Servicer (including in its capacity as successor Servicer) shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) The Back-up Servicer (including in its capacity as successor Servicer) may execute any of the trusts or powers hereunder or perform any duties hereunder from either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the date on which it becomes the successor servicerpart of any agent, other than any lossattorney, claim custodian or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer (including in its capacity as successor Servicer, ) whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Majority Controlling Noteholders shall have the right, with or without cause, to remove the Back-up Servicer, in its capacity as Back-up Servicer, in its sole discretion and replace the Back-up Servicer upon seven (7) days prior written notice. No later than In the event that the Majority Controlling Noteholders exercises its right to remove and replace the Back-up Servicer, such Person shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02 hereof. (i) On or before the fifth Business Day prior to the Deposit Date in of each calendar month commencing in January 2000month, the Servicer shall will deliver to the Back-up Servicer a complete set of servicing records in computer-readable form Computer Tape containing such information with respect to the payment, collection and other servicing activity Receivables as of the Mortgage Loans during close of business on the last day of the immediately preceding calendar monthCollection Period as is necessary for preparation of the Servicer's Certificate. The Back-up Servicer shall use the Computer Tape to recalculate the information specified in Sections 8.03(j)(ii) and (iii) hereof contained in the Servicer's Certificate delivered by the Servicer, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume shall notify the duties of Indenture Trustee and the Owner Trustee that it has recalculated such information in the Servicer's Certificate in accordance with this Section 8.03 and shall notify the Servicer hereunder without delay and the Indenture Trustee of any discrepancies, in each case, on account or before the fourth Business Day immediately preceding the related Payment Date but in no event fewer than five (5) Business Days after receiving the information required to make such calculations. Such notice shall be substantially in the form of Exhibit F attached hereto. In the event that the Back-up Servicer reports any discrepancies, the Servicer and the Back-up Servicer shall attempt to reconcile such discrepancies prior to the related Payment Date, but in the absence of relevant servicing informationa reconciliation, the Servicer's Certificate shall control for the purpose of calculations and payments with respect to the related Payment Date. On In the event that the Back-up Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer's Certificate by the related Payment Date, (i) the Back-up Servicer will notify the Indenture Trustee and the Owner Trustee, and (ii) the Servicer shall cause a firm of Independent certified public accountants, at least the Servicer's expense, to audit the Servicer's Certificate and, prior to the fifth calendar day of the following month, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer's Certificate for such next succeeding Determination Date. All Computer Tapes received by the Back-up Servicer will be stored by the Back-up Servicer in accordance with its customary practices. (j) The Back-up Servicer shall review each Servicer's Certificate delivered by the Servicer pursuant to Section 8.12 and shall, based upon the information provided from the Servicer under Section 8.03(i): (i) confirm that such Servicer's Certificate is complete on its face; (ii) load the Computer Tape received from the Servicer pursuant to Section 8.03(i) hereof, confirm that such Computer Tape is in a quarterly basisreadable form, and calculate the Principal Balance of the Receivables based on the aggregate Principal Balance of the Receivables as of the preceding Payment Date (as set forth in such Servicer's Certificate) and the principal portion of the Scheduled Receivable Payment or Modified Scheduled Receivable Payment for the Receivables (as set forth in such Servicer's Certificate) and compare such calculation to that set forth in the Servicer's Certificate (and give notice of any discrepancy to the Indenture Trustee); and (iii) recalculate the Available Funds, the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class B Monthly Interest, the Class C Monthly Interest, the Class D Monthly Interest, the Certificate Monthly Interest, the Monthly Principal, the Certificate Monthly Principal, the Servicing Fee, the Back-up Servicer Fee, the Indenture Trustee Fee, the Owner Trustee Fee, the amounts on deposit in the Reserve Account and the Collection Account, based solely on the balances and calculations specifically set forth in the Servicer's Certificate, and compare such recalculations to those set forth in the Servicer's Certificate. To the extent of any discrepancy, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, give notice thereof to the effect that it has received from Indenture Trustee. The Back-up Servicer's obligation shall be limited to the Servicer each monthly submission of servicing data, has completed such conversion and mapping mathematical recalculation of the data delivered with respect to amounts set forth in Sections 8.03(j)(ii) and (iii) based on the three immediately preceding calendar months, Servicer's Certificate and is capable of assuming the duties of the Servicer if required to do so hereunderComputer Tape.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform TRUST AND SERVICING AGREEMENT those duties specifically imposed upon it by the provisions hereof, and shall have no obligations or duties under any agreement to which it is not a party. (b) Subject to the Back-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only not be responsible required to perform those expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties specifically imposed upon hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it by the provisions hereof. Such duties generally relate in writing prior to the following procedures which would permit expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agencyperforms in such capacity, and the Insurer with not less than 60 day's notice delivered parties shall look only to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage shall have no responsibility or liability arose out of, in connection with the perfection or was imposed upon maintenance of a security interest in the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer Receivables. (including the Back-up Servicer in its capacity as successor servicerc) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. No later than the fifth Business Day prior . (d) Notwithstanding anything to the Deposit Date in each calendar month commencing in January 2000contrary herein, the Servicer Controlling Party shall deliver have the right in its sole and absolute discretion to remove and replace the Back-up Servicer. In the event that the Controlling Party exercises its right to remove and replace [__________] as Back-up Servicer, [__________] shall have no further obligation to perform the duties of the Back-up Servicer a complete under this Agreement except as set of servicing records forth in computer-readable form with respect to Section 12.02. (e) To the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit extent the Back-up Servicer to assume and the duties of Indenture Trustee are the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basissame party, the Back-up Servicer shall convert may resign under this Agreement upon 90 days' prior written notice to the Servicer, the Insurer and "map" the data contained in such servicing records to its own servicing systemStandby Servicer, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, only to the effect that it has received from extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunderIndenture.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations and acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including including, but not limited to, the other Basic Documents. (b) Subject to the various agreements named hereinBack-up Servicer's obligations pursuant to this Section 8.02, prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. In its capacity as successor servicer and as Notwithstanding any provision to the contrary, the Back-up Servicer, Fairbanks in its capacity as such, and not in its capacity as successor Servicer, shall in no event not be liable for any obligations obligation of the Seller or Servicer contained in this Agreement so long as the Back-up Servicer performs in such capacity, and the parties shall look only to the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage shall have no responsibility or liability arose out of, in connection with the perfection or was imposed upon maintenance of a security interest in the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer Receivables. (including the Back-up Servicer in its capacity as successor servicerc) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur or whenever such liability is imposed. (d) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right in its sole and absolute discretion to remove and replace the Back-up Servicer in accordance with Section 14.03. No later than In the event that the Controlling Party exercises its right to remove and replace Deutsche Bank Trust Company Americas as Back-up Servicer, Deutsche Bank Trust Company Americas shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02. (e) On or before the fifth Business Day prior to the Deposit Date in of each calendar month commencing in January 2000month, the Servicer shall will deliver to the Back-up Servicer a complete set of servicing records in computer-readable form Computer Tape containing such information with respect to the payment, collection and other servicing activity Receivables as of the Mortgage Loans during close of business on the last day of the immediately preceding calendar monthCollection Period as is necessary for preparation of the Servicer's Certificate. In addition, which records the Servicer shall, if so requested by the Insurer (unless an Insurer Default shall contain sufficient data (including the name, phone number have occurred and address of each borrowerbe continuing) deliver to permit the Back-up Servicer to assume the duties (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the Servicer hereunder without delay close of business on account the date of demand all of the absence data maintained by the Servicer in a format acceptable to the Back-up Servicer in connection with servicing the Receivables and (ii) within fifteen (15) Business Days of relevant servicing informationdemand therefore a copy of such other information as is reasonably requested by the Insurer for the purpose of reconciling such discrepancies. (f) The Back-up Servicer shall load the initial Computer Tape received from the Servicer pursuant to Section 8.02(e) hereof and confirm that such Computer Tape is in a readable form, and deliver to the Servicer and the Insurer a notice in substantially the form set forth as Exhibit C attached hereto. On at least a quarterly basisAll other Computer Tapes will be stored by the Back-up Servicer in accordance with its customary practices. (g) To the extent the Back-up Servicer and the Indenture Trustee are the same party, the Back-up Servicer shall convert may resign under this Agreement upon 90 days prior written notice to the Servicer, the Insurer and "map" the data contained in such servicing records to its own servicing systemStandby Servicer, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, only to the effect that it has received from extent such party is also resigning or being removed as Indenture Trustee hereunder or under the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunderIndenture.

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up 98 104 Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in January 2000September 1999, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January March 15, April June 15, July September 15 and October December 15, commencing in January 2000September 1999, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, the (a) EMC Mortgage Corporation will act as Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by (the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The “Back-up Servicer, prior to assuming any ”) of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Mortgage Loans serviced by the Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Sellerunder this Agreement. Prior to its becoming successor servicer, the The Back-up Servicer shall have only those duties no servicing obligations unless and obligations imposed by until it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to succeeds the various agreements named herein. In its capacity Servicer as successor servicer Servicer pursuant to Section 3.4 and as Back-up Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this AgreementSection 3.26. The Servicer shall have no liability, direct or indirect, be obligated to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in January 2000, the Servicer shall deliver to the Back-up Servicer on or before the Business Day immediately succeeding the Determination Date of each month a complete set of servicing records reports in a computer-readable form substantially identical to any such reports provided to the Master Servicer by the Servicer with respect to the payment, collection and other servicing activity of related to the Mortgage Loans during the preceding calendar month. (b) The Back-up Servicer undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, which records shall contain sufficient data (including the name, phone number and address it being expressly understood by all parties hereto that there are no implied duties or obligations of each borrower) to permit the Back-up Servicer hereunder. Without limiting the generality of the foregoing, the Back-up Servicer, except as expressly set forth herein, shall have no obligation to assume supervise, verify, monitor or administer the duties performance of the Servicer hereunder without delay or any other party. The Back-up Servicer may act through its agents, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Back-up Servicer shall be responsible for the acts of such agents, attorneys or custodians acting for and on account behalf of the absence Back-up Servicer or any other party. Neither the Back-up Servicer nor any of relevant servicing informationits officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the negligence or willful misconduct of it or them or the failure to perform materially in accordance with this Agreement. (c) If the Servicer or a successor Servicer is terminated or resigns as Servicer under this Agreement, the Seller shall appoint a successor Servicer pursuant to Section 3.4. On at least If the Seller does not appoint a quarterly basissuccessor Servicer within fourteen (14) calendar days following the date on which written notice of termination is delivered to the terminated Servicer (or within thirty (30) calendar days following the date on which written notice of the Servicer’s resignation is received by the Seller) (such 14th calendar date or such 30th calendar date, as applicable, for the purposes of this Section, the “Default Date”), the Back-up Servicer shall convert be required to act as successor Servicer hereunder (for the purposes of this Section, such succession a “Default Succession”). Additionally, the Seller may, but shall not be obligated to, appoint the Back-up Servicer as successor Servicer (for the purposes of this Section, such succession an “Appointed Succession”). In the event of either a Default Succession or an Appointed Succession, the Back-up Servicer shall assume all of the Servicer’s servicing obligations as provided in this Agreement arising after the Back-up Servicing Transfer Date, including servicing and "map" administering the data contained Mortgage Loans pursuant to this Article III and the Servicing Standard, on a date (the “Back-up Servicing Transfer Date”) to be mutually agreed upon by the Seller, the Master Servicer and the Back-up Servicer; provided, that such Back-up Servicing Transfer Date shall be no earlier than (i) thirty (30) calendar days after the Default Date, in the case of a Default Succession, or (ii) thirty (30) calendar days after receipt of written notice from the Seller, in the case of an Appointed Succession; and provided, further, that the Back-up Servicer shall notify the Seller and the Master Servicer in writing within two (2) Business Days of such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, Default Date that it will succeed to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion rights and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties obligations of the Servicer pursuant to this Agreement. (d) The Back-up Servicer shall not be liable for any obligation of the predecessor Servicer contained in this Agreement or for any errors of the predecessor Servicer or any other party contained in any computer tape, certificate or other data or document delivered to the Back-up Servicer hereunder or on which the Back-up Servicer must rely in order to perform its obligations hereunder. The Back-up Servicer shall have no responsibility and shall not be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay results from the Back-up Servicer’s acting in accordance with information prepared or supplied by a Person other than the Back-up Servicer or the failure of any such other Person to prepare or provide such information. Except as otherwise provided in this Agreement, the Back-up Servicer shall have no responsibility, shall not be in default and shall incur no liability for (a) any act or failure to act of any third party, including the Servicer or any other party (b) any inaccuracy or omission in a notice or communication received by the Back-up Servicer from any third party, or (c) the acts or omissions of any successor Back-up Servicer. The Back-up Servicer shall not be held liable by reason of any failure to make, or any delay in making, any distribution under this Agreement or any portion thereof caused by (i) the failure of the predecessor Servicer to deliver, or any delay in delivering, cash, documents, files, data or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Servicer hereunder; provided, however, that in the case of a termination of the predecessor Servicer due to a Servicer Event of Default as provided in Section 7.1(a)(i)(b) (to the extent that it relates to an Advance), the Back-up Servicer shall be required to do so make such Advance on the Back-up Servicing Transfer Date. Without limiting the generality of the foregoing proviso, the Back-up Servicer shall not be liable for any losses or delays resulting from the failure of the predecessor Servicer to take such actions as are necessary to effect the succession of the Back-up Servicer hereunder. Notwithstanding its prior termination, the predecessor Servicer shall continue servicing until such time as the succession to the Back-up Servicer or other successor is complete, as provided in Section 3.4(e). (e) As compensation for the activities of the Back-up Servicer hereunder, the Back-up Servicer shall be entitled to the Back-up Servicing Fee. If the Back-up Servicer shall succeed the Servicer as a successor Servicer under this Agreement, the Back-up Servicer shall, in addition to the Back-up Servicing Fee, be entitled to the Servicing Fee and all servicing fees, including ancillary fees, float income and other income payable to the Servicer under this Agreement, effective as of the date of such succession and until the Back-up Servicer should resign or be terminated as Servicer under this Agreement. (f) In the event the Back-up Servicer (in its capacity as Servicer) shall be terminated as Servicer by the Seller, the Back-up Servicer shall continue to receive the Back-up Servicing Fee. In the event that servicing is transferred from the Back-up Servicer (in its capacity as Servicer) in connection with the repurchase of a Mortgage Loan or the appointment of a successor Servicer to the Back-up Servicer (provided, such appointment is not the result of a Servicer Event of Default), the Seller shall cause any successor Servicer appointed pursuant to the provisions of this Agreement to pay (or the Seller shall pay, if the successor Servicer is the Master Servicer or if the successor Servicer does not) a deboarding fee equal to $25. (g) Paragraphs (i) through (iv) below shall apply to the Back-up Servicer solely in its capacity as Back-up Servicer (and not in its capacity as successor Servicer): (i) The Back-up Servicer may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Back-up Servicer may rely conclusively on and shall be fully protected in acting upon (A) the written instructions of any designated officer of the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Custodian, the Servicer, the Trustee or any other party hereto or (B) the verbal instructions of the Depositor, the Seller, the Master Servicer, the Securities Administrator, the Custodian, the Servicer, the Trustee or any other party hereto. (ii) The Back-up Servicer may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (iii) The Back-up Servicer in such capacity shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability if it shall have reasonable grounds to believe that repayment of such funds is not reasonably assured to it. (iv) Notwithstanding anything to the contrary in this Agreement, neither the Back-up Servicer, nor any director, officer, employee, shareholder or agent of the Back-up Servicer, shall be liable to the Trust Fund, the Servicer, the Master Servicer, the Trustee, the Securities Administrator, the Insurer, or the holders of the Certificates for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment; provided that this provision shall not protect the Back-up Servicer, or any other Person from or against any liability by reason of misfeasance, bad faith, gross negligence, willful misconduct or theft by the Back-up Servicer or by reason of its failure to comply in any material respect with any applicable law, rule or regulation, or any final judgment, order or decree.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations hereunder, hereunder the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Indenture Trustee and the SellerDepositor. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up Servicer, Fairbanks Capital shall in no event be liable for any obligations of the Unaffiliated Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Indenture Trustee, the SellerDepositor, each Noteholder, the Certificateholders Servicer and the ServicerUnaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Indenture Trustee, the SellerDepositor, the Certificateholder Noteholder, the Servicer, or the Servicer Unaffiliated Seller and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in January 2000, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it as Back-up Servicer by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to any other Basic Document to which it is not a party. (b) Subject to the various agreements named hereinBack-up Servicer’s obligations pursuant to this Section 8.03, prior to Back-up Servicer acting as successor Servicer hereunder, the Back-up Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. In Notwithstanding any provision to the contrary, the Back-up Servicer, in its capacity as such, and not in its capacity as successor servicer and Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement so long as the Back-up Servicer is performing in its capacity as Back-up Servicer, Fairbanks and the parties shall in no event be liable for any obligations of the Seller or look only to the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase perform such obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses . (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. c) The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicerServicer) may conclusively rely and shall be fully protected in addition agrees acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to indemnify the Servicer against any losses, claims be genuine and to have been signed or damages whenever imposed or suffered resulting from the performance or non-performance presented by the proper party or parties. (d) The Back-up Servicer (including in its capacity as successor Servicer) may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with any such written counsel, a copy of which has been furnished to the Indenture Trustee and the Insurer. (e) The Back-up Servicer (including in its capacity as successor Servicer) shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (f) The Back-up Servicer (including in its capacity as successor Servicer) may execute any of the trusts or powers hereunder or perform any duties hereunder from either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the date on which it becomes the successor servicerpart of any agent, other than any lossattorney, claim custodian or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. nominee so appointed. (g) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer (including in its capacity as successor Servicer, ) whenever such acts or omissions occur or whenever such liability is imposed. (h) Notwithstanding anything to the contrary herein, the Controlling Party shall have the right, with or without cause, to remove the Back-up Servicer, in its capacity as Back-up Servicer, in its sole discretion and replace the Back-up Servicer upon seven (7) days prior written notice. No later than In the event that the Controlling Party exercises its right to remove and replace the Back-up Servicer, such Person shall have no further obligation to perform the duties of the Back-up Servicer under this Agreement except as set forth in Section 13.02 hereof. (i) On or before the fifth Business Day prior to the Deposit Date in of each calendar month commencing in January 2000month, the Servicer shall will deliver to the Back-up Servicer a complete set of servicing records in computer-readable form Computer Tape containing such information with respect to the payment, collection and other servicing activity Receivables as of the Mortgage Loans during close of business on the last day of the immediately preceding calendar monthCollection Period as is necessary for preparation of the Servicer’s Certificate. The Back-up Servicer shall use the Computer Tape to recalculate the information specified in Sections 8.03(j)(ii) and (iii) hereof contained in the Servicer’s Certificate delivered by the Servicer, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer shall notify the Insurer that it has recalculated such information in the Servicer’s Certificate in accordance with this Section 8.03 and shall notify the Servicer, the Insurer and the Indenture Trustee of any discrepancies, in each case, on or before the related Deficiency Claim Date but in no event fewer than five (5) Business Days after receiving the information required to assume make such calculations. Such notice shall be substantially in the duties form of Exhibit F attached hereto. In the event that the Back-up Servicer reports any discrepancies, the Servicer hereunder without delay on account of and the Back-up Servicer shall attempt to reconcile such discrepancies prior to the related Payment Date, but in the absence of relevant a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and payments with respect to the related Payment Date. In the event that the Back-up Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by the related Payment Date, (i) the Back-up Servicer will notify the Insurer and the Indenture Trustee, and (ii) the Servicer shall cause a firm of independent certified public accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the fifth calendar day of the following month, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next succeeding Determination Date. In addition, the Servicer shall, if so requested by the Insurer (so long as Insurer is the Controlling Party) deliver to the Back-up Servicer (i) within five (5) Business Days of demand therefore a Computer Tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in a format acceptable to the Back-up Servicer in connection with servicing informationthe Receivables and (ii) within fifteen (15) Business Days of demand therefore a copy of such other information as is reasonably requested by the Insurer, (so long as the Insurer is the Controlling Party) for the purpose of reconciling such discrepancies. On at least All Computer Tapes received by the Back-up Servicer will be stored by the Back-up Servicer in accordance with its customary practices. (j) The Back-up Servicer shall review each Servicer’s Certificate delivered by the Servicer pursuant to Section 8.12 and shall, based upon the information provided from the Servicer under Section 8.03(i): (i) confirm that such Servicer’s Certificate is complete on its face; (ii) load the Computer Tape received from the Servicer pursuant to Section 8.03(i) hereof, confirm that such Computer Tape is in a quarterly basisreadable form, and calculate the Principal Balance of the Receivables based on the aggregate Principal Balance of the Receivables as of the preceding Payment Date (as set forth in such Servicer’s Certificate) and the principal portion of the Scheduled Receivable Payment or Modified Scheduled Receivable Payment for the Receivables (as set forth in such Servicer’s Certificate) and compare such calculation to that set forth in the Servicer’s Certificate (and give notice of any discrepancy to the Insurer); and (iii) recalculate the Available Funds, the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class I Monthly Interest, the Monthly Principal, the Servicing Fee, the Back-up Servicer Fee, the Indenture Trustee Fee, the Owner Trustee Fee, the amounts on deposit in the Spread Account, the Collection Account and the Payahead Account, the Premium, the Lock-Box Collection Percentage, the Delinquency Ratio, the Cumulative Net Loss Ratio, the Pool Factor and the Monthly Extension Rate in the Servicer’s Certificate for such Determination Date, based solely on the balances and calculations specifically set forth in the Servicer’s Certificate, and compare such recalculations to those set forth in the Servicer’s Certificate. To the extent of any discrepancy, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each January 15, April 15, July 15 and October 15, commencing in January 2000, with an officer's certificate, give notice thereof to the effect that it has received from Insurer. The Back-up Servicer’s obligation shall be limited to the Servicer each monthly submission of servicing data, has completed such conversion and mapping mathematical recalculation of the data delivered with respect to amounts set forth in Sections 8.03(j)(ii) and (iii) based on the three immediately preceding calendar months, Servicer’s Certificate and is capable of assuming the duties of the Servicer if required to do so hereunderComputer Tape.