Common use of The Backup Servicer Clause in Contracts

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup ServicerServicer (including any implied duty to enforce another party’s obligations if the Basic Documents have not assigned such responsibility to a party). Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s 's rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s 's rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s 's duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerControlling Party or the Indenture Trustee, if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, with not less than thirty (30) 30 days’ ' notice delivered to the Class A Insurer, the Backup Insurer, the Servicer and the Seller. The Prior to its becoming successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer. (d) Notwithstanding anything to the contrary herein, so long as both a Class A Insurer Default and Backup Insurer Default are not continuing, the Controlling Party shall have the right to remove the Backup Servicer for cause at any time and replace the Backup Servicer. In the event that the Controlling Party exercises its right to remove and replace SST as Backup Servicer, SST shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.

The Backup Servicer. (a1) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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. (b2) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c3) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicerhereof. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless (i) it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerControlling Party, and, if [an Insurer Default has occurred and is continuing or] the Termination Date has occurred, the Rating Agencies, with not less than thirty (30) 60 days’ notice delivered to the Controlling Party, the Rating Agencies, the Servicer and the Seller. The Seller and (ii) such successor Backup Servicer has consented in writing to such appointment. Prior to its becoming Successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability (financial or otherwise) 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 reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup Servicer, in its capacity as such, and not in its capacity as successor Successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed. (d) [Notwithstanding anything to the contrary herein, except so long as set forth the Insurer is the Controlling Party, the Insurer shall have the right to remove the Backup Servicer for cause at any time prior to the Termination Date and replace the Backup Servicer. In the event that the Insurer exercises its right to remove and replace [ ] as Backup Servicer, [ ] shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.] [If Backup Servicer and the Indenture Trustee are the same party – Any removal and replacement of [ ] in Section 4.09(f). The successor its capacity as Backup Servicer shall not be liable for affect its duties or obligations as Indenture Trustee under the acts or omissions of any predecessor ServicerTransaction Document.]

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer. SECTION 4.16. [Reserved].

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this hereof, in the Insurance Agreement and in the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless (i) it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerControlling Party, and, if an Insurer Event of Default has occurred and is continuing or the Termination Date has occurred, the Rating Agencies, with not less than thirty (30) 60 days’ notice delivered to the Controlling Party, the Rating Agencies, the Servicer and the Seller. The Seller and (ii) such successor Backup Servicer has consented in writing to such appointment. Prior to its becoming Successor Servicer, the Backup Servicer shall have only those duties and obligations imposed by it under this Agreement and the other Transaction Document to which it became a party, 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability (financial or otherwise) 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 reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup Servicer, in its capacity as such, and not in its capacity as successor Successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed. (d) Notwithstanding anything to the contrary herein, except so long as the Insurer is the Controlling Party, the Insurer shall have the right to remove the Backup Servicer for cause at any time prior to the Termination Date and replace the Backup Servicer. In the event that the Insurer exercises its right to remove and replace Wxxxx Fargo Bank, National Association as Backup Servicer, Wxxxx Fargo Bank, National Association shall have no further obligation to perform the duties of the Backup Servicer under this Agreement. Any removal and replacement of Wxxxx Fargo Bank, National Association in its capacity as Backup Servicer shall not affect its duties or obligations as Indenture Trustee under the Transaction Documents. (e) The parties expressly acknowledge and consent to Wxxxx Fargo Bank, National Association acting in the possible dual capacity of Backup Servicer or Successor Servicer and in the capacity as Indenture Trustee. Wxxxx Fargo Bank, National Association may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by Wxxxx Fargo Bank, National Association of express duties set forth in Section 4.09(f)this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by Wxxxx Fargo Bank, National Association. (f) The Backup Servicer may, with the prior consent of the Issuer, subservice any and all of its duties and responsibilities hereunder, including but not limited to its duties as Successor Servicer hereunder, should the Backup Servicer become the Successor Servicer; provided that no such subservicing shall relieve the Backup Servicer in any such capacity of its responsibility with respect to such duties and the Backup Servicer in each such capacity shall remain obligated and liable to the Insurer, the Issuer and the Indenture Trustee for its duties hereunder as if the Backup Servicer alone were performing such duties. (g) If Wxxxx Fargo Bank, National Association or its successors or permitted assigns shall become the Successor Servicer, it shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. The successor indemnification obligations of the Backup Servicer, upon becoming a Successor Servicer are expressly limited to those instances of negligence or willful misconduct of the Backup Servicer in its role as Successor Servicer and as Backup Servicer prior to becoming Successor Servicer. (h) The Servicer shall not be liable for promptly notify the acts or omissions Backup Servicer in writing of any predecessor material changes which the Servicer makes to its servicing systems and provide sufficient detail with respect thereto to the Backup Servicer as the Backup Servicer may require. (i) The Backup Servicer may consult with counsel, and the written advice or Opinion of Counsel with respect to legal matters relating to the Transaction Documents shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the written advice or opinion of such counsel, except any such action as may be attributable to the Backup Servicer’s willful misconduct, negligence or bad faith.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerClass A Insurer or the Indenture Trustee, if a Class A Insurer Default has occurred and is continuing, with not less than thirty (30) 30 days’ notice delivered to the Class A Insurer, the Servicer and the Seller. The Prior to its becoming successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer. (d) Notwithstanding anything to the contrary herein, so long as a Class A Insurer Default is not continuing, the Class A Insurer shall have the right to remove the Backup Servicer for cause at any time and replace the Backup Servicer. In the event that the Class A Insurer exercises its right to remove and replace Wxxxx Fargo Bank, National Association as Backup Servicer, Wxxxx Fargo Bank, National Association shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.

The Backup Servicer. (a) Prior The Issuer hereby appoints Wxxxx Fargo Bank, N.A., a national banking association to assuming any of the Servicer’s rights and obligations hereunder the act as Backup Servicer shall only be required in accordance with the terms of this Agreement. Wxxxx Fargo Bank, N.A. hereby accepts such appointment and agrees to perform those the duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) responsibilities with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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 respect thereto set forth herein. (b) The Backup After the termination or resignation by the Servicer shall not be required or Special Servicer in accordance with this Agreement, all authority, power, rights and responsibilities of the Servicer or Special Servicer, under this Agreement, whether with respect to expend or risk its own funds or otherwise incur liability (financial the Collateral Obligations or otherwise) , shall pass to and be vested in the performance of any of its duties hereunder, Successor or in the exercise of any of its rights or powers, if the repayment of such funds or written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup Servicer, as applicable in its capacity accordance with Section 6.03 and such applicable party shall be deemed the Successor, subject to and in accordance with the provisions of Section 6.03, as suchlong as such named Successor is not prohibited by any applicable law from fulfilling the same, and not in its capacity as successor Servicer, shall not be liable for any obligation evidenced by an Opinion of the Servicer contained in this Agreement, and the parties shall look only to the Servicer to perform such obligationsCounsel. (c) The Any Person (i) into which the Backup Servicer may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Backup Servicer shall have no liability, direct or indirect, to any be a party, for or (iii) that may succeed to the acts or omissions properties and assets of the Backup Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Backup Servicer hereunder, shall (if they are otherwise eligible) be the successor to the Backup Servicer under this Agreement without further act on the part of any of the parties to this Agreement. (d) As compensation for its Backup servicing activities hereunder, the Backup Servicer shall be entitled to receive the Backup Servicing Fee from the Servicer. The Backup Servicing Fee shall be calculated and payable on each Payment Date in accordance with the Priority of Payments. The Backup Servicer’s entitlement to receive the Backup Servicing Fee (other than due and unpaid Backup Servicing Fees owed through such date) shall cease on the earliest to occur of: (i) it becoming the Successor, (ii) its removal as Backup Servicer, irrespective or (iii) the termination of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicerthis Agreement.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) 30 days’ notice delivered to the Servicer and the Seller. The Prior to its becoming successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerMajority Noteholders, with not less than thirty (30) 30 days’ notice delivered to the Servicer Majority Noteholders, the Swap Counterparty and the Seller. The Prior to its becoming successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer. (d) Notwithstanding anything to the contrary herein, the Majority Noteholders shall have the right to remove the Backup Servicer for cause at any time and replace the Backup Servicer. In the event that the Majority Noteholders exercise their right to remove and replace Wxxxx Fargo Bank, National Association as Backup Servicer, Wxxxx Fargo Bank, National Association shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s 's rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicerhereof. Such duties generally relate to following the provisions herein and therein procedures which would permit the Backup Servicer to assume some or all of the Servicer’s 's rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s 's duties hereunder, hereunder may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, each Rating Agency with not less than thirty (30) 60 days’ ' notice delivered to the Servicer and the SellerDepositor. The Prior to its becoming successor servicer, the Backup 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 Backup Servicer, 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 Backup Servicer shall not be required agrees to expend or risk its own funds or otherwise incur liability (financial or otherwise) in indemnify the performance Trust, the Trustee, the Depositor, each Owner of a Certificate, the Servicer and the Unaffiliated Seller, and any of its duties hereundertheir 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 in was imposed upon the exercise Trust, the Trustee, the Depositor, the Owner of any of its rights a Certificate, the Servicer, or powersthe Unaffiliated Seller and their respective directors, if the repayment of such funds or written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contraryofficers, employees and agents through the Backup Servicer's acts or omissions in violation of this Agreement, in its capacity as suchexcept to the extent such indemnified party's own bad faith, and not willful misconduct or gross negligence contributes to the cost, expense, loss, claim, damage or liability. The Backup Servicer (including the Backup Servicer in its capacity as successor Servicer, shall not be liable for any obligation of servicer) in addition agrees to indemnify the Servicer contained in against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). occur whenever such liability is imposed. (d) The successor Backup Servicer shall not be liable for may follow the acts or omissions of any predecessor ServicerServicing Standards.

The Backup Servicer. (a) Prior to assuming each Remittance Date, provided that the Backup Servicer shall have received the information specified in Section 6.11(b) within the time specified therein, the Backup Servicer shall compare the information on the computer tape or diskette (or other means of electronic transmission acceptable to the Backup Servicer (it being understood that the format described in Exhibit J shall be acceptable to the Agent and the Backup Servicer)) most recently delivered to the Backup Servicer with respect to such Remittance Date to the corresponding Monthly Remittance Report delivered to the Backup Servicer by the Servicer and shall: (1) confirm that such Monthly Remittance Report is complete on its face; (2) confirm the distributions to be made on such Remittance Date pursuant to Section 2.05(c) hereof to the extent the Backup Servicer is able to do so given the information provided to it by the Servicer (it being hereby agreed that the Backup Servicer shall promptly notify the Servicer and the Agent if such information is insufficient and that the Servicer shall promptly provide to the Backup Servicer any additional information required by the Backup Servicer); (3) confirm the following information on such Monthly Remittance Report: (i) Eligible Receivables Balance, (ii) the Borrower Delinquency Percentage, (iii) the Borrower Default Percentage, (iv) the Overconcentration Amount, (v) the Pledged Receivables Balance and (vi) the Maximum Advance Percentage, to the extent the Backup Servicer is able to do so given the information provided to it by the Servicer (it being hereby agreed that the Backup Servicer shall promptly notify the Servicer and the Agent if such information is insufficient and that the Servicer shall promptly provide to the Backup Servicer any additional information required by the Backup Servicer); and (4) confirm such other information as the Agent and the Backup Servicer may reasonably agree. (b) Upon completion of such review, the Backup Servicer will provide the Agent and the Servicer with a Backup Servicer Monthly Certification (in substantially the form attached hereto as Exhibit G) certifying that the Backup Servicer has completed the confirmations described in subparagraphs (a)(1) through (4) and reporting any discrepancies between the information set forth in subparagraphs (a)(2) or (3) above as calculated by the Servicer and that determined or calculated by the Backup Servicer. In the event of a discrepancy as described in the preceding sentence, the Backup Servicer shall attempt to reconcile such discrepancy with the Servicer prior to the related Remittance Date, but in the absence of a reconciliation, distributions on the related Remittance Date shall be made consistent with the information calculated by the Servicer, the Backup Servicer shall attempt to reconcile such discrepancy prior to the next Remittance Date, and the Backup Servicer shall promptly report to the Agent regarding the progress, if any, which shall have been made in reconciling such discrepancy. If the Backup Servicer is unable to reconcile such discrepancy with respect to such Monthly Remittance Report by the next Remittance Date, the Backup Servicer shall cause independent accountants acceptable to the Agent, at the Borrower’s expense, to examine such Monthly Remittance Report and attempt to reconcile such discrepancy at the earliest possible date (and the Backup Servicer shall promptly provide the Agent with a report regarding such event). The effect, if any, of such reconciliation shall be reflected in the Monthly Remittance Report for the next succeeding Remittance Date. (c) Other than as specifically set forth in this Agreement, the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no liability for any action taken or omitted by the Servicer; provided that, upon the occurrence of a Servicer Default, Event of Default or Unmatured Event of Default or upon the termination of the Servicer pursuant to Section 6.26 or the occurrence of the Program Termination Date, the Agent and the Backup Servicer may agree to the assumption of further duties on the part of the Backup Servicer and any fees associated therewith. (d) If a Servicer Default shall occur and is continuing, and the Agent has terminated all of the rights and obligations of the Servicer hereunder pursuant to Section 6.26 hereof, all authority and power of the Servicer hereunder, whether with respect to the Collateral or otherwise, shall terminate, and the Backup Servicer shall within five Business Days begin the transition to acting as Servicer and assume cash and collection activities with respect to the Pledged Receivables, Related Security and the Other Conveyed Property, and, without limitation, the Backup Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination or to perform the duties of the Servicer under this Agreement. In connection with such transition, the Borrower shall pay to the Backup Servicer Transition Costs in accordance with the priority provisions of Section 2.05(c)(I) or (II), as applicable. The Servicer agrees to cooperate with the Agent and the Backup Servicer in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, providing reasonable access (including at the premises of the Servicer) to the Servicer’s employees, providing notification to the Obligors of the assignment of the servicing function, providing the Backup Servicer with all records, in electronic or other form, reasonably requested by it to enable the Backup Servicer to assume the servicing functions hereunder and obligations hereunder providing for the transfer to the Backup Servicer for administration by it of all cash amounts which at the time should be or should have been deposited by the Servicer in the Collection Account or thereafter be received by the Servicer with respect to the Pledged Receivables. In the event the terminated Servicer receives any payment with respect to a Pledged Receivable, such Servicer shall promptly forward such payment to the successor Servicer for deposit into the Collection Account. Neither the Agent nor the Backup Servicer shall be deemed to have breached any obligation hereunder as a result of a failure to make or delay in making any distribution as and when required hereunder caused by the failure of the Servicer to remit any amounts received by it or to deliver any documents held by it with respect to the Collateral. (e) Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo, acting as the Backup Servicer, is authorized to accept and rely on all of the accounting, records (including computer records) and work of the Servicer relating to the Contracts (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Backup Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continued Errors”), the Backup Servicer shall have no duty, responsibility, obligation or liability to perform servicing for such Continued Errors; provided that the Backup Servicer agrees to use commercially reasonable efforts to prevent further Continued Errors. In the event that the Backup Servicer becomes aware of Errors or Continued Errors, the Backup Servicer shall, with the prior consent of the Agent, use its commercially reasonable efforts to reconstruct and reconcile such data in order to correct such Errors and Continued Errors and to prevent future Continued Errors. The Backup Servicer shall be entitled to recover its costs thereby expended in accordance with priority provisions of Section 2.05(c)(I) and Section 2.05(c)(II). (f) The Backup Servicer as successor Servicer undertakes to perform only be such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by all parties hereto that there are no implied duties or obligations of the Backup Servicer hereunder. The Backup Servicer as successor Servicer shall have (i) no liability with respect to any action performed, breaches or defaults caused by the terminated Servicer prior to the date that the Backup Servicer becomes the successor Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to pay any taxes required to perform those duties specifically imposed upon it be paid by the provisions Servicer (provided that the Backup Servicer or the successor Servicer shall pay any income taxes for which it is liable), (iii) no liability or obligation with respect to any representation and warranties or any indemnification obligations of any prior Servicer, including the initial Servicer and (iv) no obligation to make any indemnification payments or payments under Section 2.09, Section 2.15 and Section 10.07 that the Borrower failed to pay hereunder. If the Backup Servicer becomes successor Servicer, its actions shall be held to a standard of commercial reasonableness for purposes of Section 5.01(k), Section 6.02, Section 6.03, Section 6.04, and Section 6.07 rather than the good faith, best efforts and prudence standards contained therein. Notwithstanding any other provision hereof, under no circumstances shall Xxxxx Fargo, either as Backup Servicer or successor Servicer, be liable for indirect, special, consequential or incidental damages, such as loss of use, revenue or profit. (g) The Backup Servicer shall resign only with the prior written consent of the Agent and the Required Lenders or if the Backup Servicer provides an Opinion of Counsel to the Agent to the effect that the Backup Servicer is no longer permitted by law to act as Backup Servicer hereunder. No termination or resignation of the Backup Servicer hereunder shall be effective until a successor Backup Servicer acceptable to the Agent has accepted its appointment as successor Backup Servicer hereunder and has agreed to be bound by the terms of this Agreement and the Backup Servicing Agreement, Credit and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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 hereinCollection Policy. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s 's rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s 's rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s 's duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerClass A Insurer or the Indenture Trustee, if a Class A Insurer Default has occurred and is continuing, with not less than thirty (30) 30 days’ ' notice delivered to the Class A Insurer, the Servicer and the Seller. The Prior to its becoming successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) 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 written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer. (d) Notwithstanding anything to the contrary herein, so long as a Class A Insurer Default is not continuing, the Class A Insurer shall have the right to remove the Backup Servicer for cause at any time and replace the Backup Servicer. In the event that the Class A Insurer exercises its right to remove and replace Xxxxx Fargo Bank, National Association as Backup Servicer, Xxxxx Fargo Bank, National Association shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s 's rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicerhereof. Such duties generally relate to following the provisions herein and therein procedures which would permit the Backup Servicer to assume some or all of the Servicer’s 's rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s 's duties hereunder, hereunder may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, each Rating Agency with not less than thirty (30) 60 days’ ' notice delivered to the Servicer and the SellerDepositor. The Prior to its becoming successor servicer, the Backup 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 Backup Servicer, 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 Backup Servicer shall not be required agrees to expend or risk its own funds or otherwise incur liability (financial or otherwise) in indemnify the performance Trust, the Trustee, the Depositor, each Owner of a Certificate, the Servicer and the Unaffiliated Seller, and any of its duties hereundertheir 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 in was imposed upon the exercise Trust, the Trustee, the Depositor, the Owner of any of its rights a Certificate, the Servicer, or powersthe Unaffiliated Seller and their respective directors, if the repayment of such funds or written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contraryofficers, employees and agents through the Backup Servicer's acts or omissions in violation of this Agreement, in its capacity as suchexcept to the extent such indemnified party's own bad faith, and not willful misconduct or gross negligence contributes to the cost, expense, loss, claim, damage or liability. The Backup Servicer (including the Backup Servicer in its capacity as successor Servicer, shall not be liable for any obligation of servicer) in addition agrees to indemnify the Servicer contained in against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). occur whenever such liability is imposed. (d) The successor Backup Servicer shall not be liable for obligated to follow the acts or omissions WCC Servicing Guide, but may instead follow the Servicing Standards set forth in clauses (ii) through (iv) of any predecessor Servicersuch definition.

The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicerhereof. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless (i) it arranges for a successor Backup Servicer reasonably acceptable to the Servicer Servicer, the Seller and the SellerControlling Party, and, if [an Insurer Default has occurred and is continuing or] the Termination Date has occurred, the Rating Agencies, with not less than thirty (30) 60 days’ notice delivered to the Controlling Party, the Rating Agencies, the Servicer and the Seller. The Seller and (ii) such successor Backup Servicer has consented in writing to such appointment. Prior to its becoming Successor Servicer, the Backup 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. (b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability (financial or otherwise) 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 reasonably satisfactory to it 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. Notwithstanding any provision to the contrary, the Backup Servicer, in its capacity as such, and not in its capacity as successor Successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occuroccur whenever such liability is imposed. (d) [Notwithstanding anything to the contrary herein, except so long as set forth the Insurer is the Controlling Party, the Insurer shall have the right to remove the Backup Servicer for cause at any time prior to the Termination Date and replace the Backup Servicer. In the event that the Insurer exercises its right to remove and replace [ ] as Backup Servicer, [ ] shall have no further obligation to perform the duties of the Backup Servicer under this Agreement.] [If Backup Servicer and the Indenture Trustee are the same party — Any removal and replacement of [ ] in Section 4.09(f). The successor its capacity as Backup Servicer shall not be liable for affect its duties or obligations as Indenture Trustee under the acts or omissions of any predecessor ServicerTransaction Document.]

The Backup Servicer. (a) Prior to assuming any of the Servicer’s 's rights and obligations hereunder the Backup Servicer shall only be required responsible to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicerhereof. Such duties generally relate to following the provisions herein and therein procedures which would permit the Backup Servicer to assume some or all of the Servicer’s 's rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s 's duties hereunder, hereunder may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer each Rating Agency, and the Seller, Certificate Insurer with not less than thirty (30) 60 days’ ' notice delivered to the Servicer and the SellerDepositor. The Prior to its becoming successor servicer, the Backup 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 Backup Servicer, Source One Mortgage Services Corporation 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 Backup Servicer shall not be required agrees to expend or risk its own funds or otherwise incur liability (financial or otherwise) in indemnify the performance Trust, the Trustee, the Depositor, each Owner of a Certificate, the Servicer and the Unaffiliated Seller, and any of its duties hereundertheir 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 in was imposed upon the exercise Trust, the Trustee, the Depositor, the Owner of any of its rights a Certificate, the Servicer, or powersthe Unaffiliated Seller and their respective directors, if the repayment of such funds or written indemnity reasonably satisfactory to it 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. Notwithstanding any provision to the contraryofficers, employees and agents through the Backup Servicer's acts or omissions in violation of this Agreement, in its capacity as suchexcept to the extent such indemnified party's own bad faith, and not willful misconduct or gross negligence contributes to the cost, expense, loss, claim, damage or liability. The Backup Servicer (including the Backup Servicer in its capacity as successor Servicer, shall not be liable for any obligation of servicer) in addition agrees to indemnify the Servicer contained in against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Backup 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, and the parties shall look only to the Servicer to perform such obligations. (c) The Servicer shall have no not liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). occur whenever such liability is imposed. (d) The successor Backup Servicer shall not be liable for obligated to follow the acts or omissions WCC Servicing Guide, but may instead follow the Servicing Standards set forth in clauses (ii) through (iv) of any predecessor Servicersuch definition.