Common use of Trustee to Act; Appointment of Successor Clause in Contracts

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14, exceed to reimburse the Monthly Servicing FeeTrustee pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to Countrywide, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts obligated to make a Monthly P&I Advance or omissions of a Monthly Advance (as defined in the Servicer occurring prior to such Service Transfer or for any breach Countrywide Agreement) if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB Loans (and on the Countrywide Loans, if the Servicer was acting as successor to Countrywide under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with any termination or resignation of the Servicer hereunder, in the event that any of the applicable Mortgage Loans are MERS Loans, either (i) the successor Servicer (including the Trustee if the Trustee is acting as successor Servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor Servicer shall cooperate with the successor Servicer in registering the transfer of servicing of the MERS Loans to the successor Servicer on the MERS® System in accordance with MERS’ rules and procedures, or (ii) if the successor Servicer is not a member of MERS, the predecessor Servicer shall cooperate with the successor Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section 7.02(b). (c) On and after the date on which the rights and obligations of Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans are terminated pursuant to Section 7.01(b) hereof or Countrywide resigns pursuant to the Countrywide Agreement, the Servicer shall exercise the Trust’s right as assignee of the rights of the Company (as assignee of the rights of Washington Mutual Mortgage Securities Corp.) under the Countrywide Agreement to appoint the Servicer as successor in all respects to Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans; provided, that the Servicer shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of Countrywide or any liability incurred by Countrywide prior to such date of termination or resignation; provided, further, that if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee shall not be obligated to make a Monthly Advance (as defined in the Countrywide Agreement) if it is prohibited by law from so doing. As compensation therefor, the Servicer shall be entitled to all compensation to which Countrywide would have been entitled under the Countrywide Agreement if Countrywide had continued to act thereunder. (d) Notwithstanding Section 7.02(c), if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee may, if it shall be unwilling to act as successor to Countrywide, or shall if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to Countrywide under the Countrywide Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Countrywide thereunder. Pending any such appointment, the Trustee (if acting as successor Servicer under Section 7.02(a)) is obligated to act as successor to Countrywide. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Countrywide Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Countrywide thereunder. The Trustee and such successor shall take such actions, consistent with this Agreement and the Countrywide Agreement, as shall be necessary to effectuate any such succession. (e) Any successor to Countrywide under Section 7.02(c) or (d), including the Servicer, the Trustee (if acting as successor Servicer) or any successor appointed under Section 7.02(d), shall service the Countrywide Loans in accordance with the provisions under this Agreement for the servicing of the WMB Loans (including, without limitation, the provisions for the administration and servicing of, and the Servicer’s obligation to make advances on, the WMB Loans under Article III hereof and the provisions for the Servicer’s obligation to make Monthly P&I Advances under Section 4.02 and 4.03 hereof), and not in accordance with the Countrywide Agreement, except that (1) such successor to Countrywide shall be obligated to pay compensating interest in the amount determined pursuant to clause (ix) of the second paragraph of Section 11.04 of the Countrywide Servicing Addendum and (2) the “Payoff Period” for each Countrywide Loan, the “Countrywide Servicing Fee,” “Countrywide Compensating Interest,” “Uncollected Interest” and “Uncompensated Interest Shortfall” shall each continue to be defined in accordance with the respective definition thereof in Article I hereof. After such time as the Countrywide Loans are serviced by a successor to Countrywide under Section 7.02(c) or (d), the provisions hereof, including, without limitation, Articles I and III hereof, shall be deemed to have been revised to the extent necessary to give effect to the immediately preceding sentence.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer receives a notice of termination pursuant to Section 7.02 5.01, the Trustee (or the resignation of the such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that are in effect by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 2.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent of 100% Servicing Fee). The successor servicer shall be entitled to withdraw from the Collection Account all costs and expenses associated with the transfer of the Certificateholdersservicing to the successor servicer. The appointment of a successor servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 2.12 or to indemnify the parties indicated in Section 2.26 pursuant to the terms thereof, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 2.12.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and acknowledged by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be either appoint a successor servicer who is an Eligible Servicer or shall become the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof (including, without limitation, the obligation to make Monthly Advances pursuant to Section 8.04), and the Master Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee (or such other successor servicer) will not assume any obligations of the Company CIT Consumer Finance pursuant to Section 3.05 and (ii) the Trustee (or such other successor servicer) shall not be liable for any acts or omissions of the Master Servicer occurring prior to such Service Transfer or for any breach by the Servicer CIT Consumer Finance of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall (or such other successor servicer) shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed be in excess of the Monthly Master Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The outgoing Master Servicer shall be obligated to pay the costs associated with the transfer of the servicing files and records to the Trustee (or other successor Master Servicer).

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall by approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(b)), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives (a) No appointment of a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and or the transactions set forth or provided for herein and Special Servicer hereunder shall be subject to effective until the assumption by such successor of all the Servicer’s or Special Servicer’s responsibilities, duties and liabilities relating thereto placed on hereunder. (b) Notwithstanding anything herein to the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the abovecontrary, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Noteholders entitled to acta majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer, appoint, or petition promptly appoint a court of competent jurisdiction to appoint, an Eligible Qualified Servicer as the successor to the Servicer hereunder in or Special Servicer, as the assumption case may be, of all or any part of the responsibilities, duties or and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee is shall be prohibited by law from so actingacting or is unable to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Commercial Real Estate Loans or otherwise as it and such successor shall agree; provided, however, the Trustee is hereby authorized to make arrangements for payment of increased compensation (including in the event that no such monthly compensation shall, without the written consent of 100% Trustee or an affiliate of the Certificateholders, exceed Trustee is the Monthly Servicing Fee. The Trustee successor Servicer or Special Servicer) at whatever market rate is reasonably necessary to identify and such retain an acceptable successor shall take such action, consistent with this AgreementServicer or Special Servicer, as the case may be. Any such increased compensation shall be necessary to effectuate any such successionan expense of the Issuer.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the -------- ------- Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation -------- ------- shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach make a Monthly P&I Advance if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with any termination or resignation of the Servicer hereunder, in the event that any of the Mortgage Loans are MERS Loans, either (i) the successor Servicer (including the Trustee if the Trustee is acting as successor Servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor Servicer shall cooperate with the successor Servicer in registering the transfer of servicing of the MERS Loans to the successor Servicer on the MERS® System in accordance with MERS' rules and procedures, or (ii) if the successor Servicer is not a member of MERS, the predecessor Servicer shall cooperate with the successor Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of "Mortgage File" herein and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section 7.02(b).

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.2, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementthis Agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Total Servicing Fee. The Issuer and the Trustee shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an any Eligible Servicer as the successor to the Servicer hereunder in the assumption performance of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor pursuant to the Servicer hereunder, unless the Trustee is prohibited by law from so actingpreceding sentence, the Trustee shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such capacity as hereinabove provided. appointment. (c) In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Leases as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of the Contributor and 100% of the CertificateholdersNoteholders, exceed the Monthly Total Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (d) If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 9.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Issuer shall select, as promptly as possible after the giving of a Termination Notice, and the Trustee shall appoint, an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Issuer. If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action automatically shall be appointed the Successor Servicer. Notwithstanding the foregoing, the Issuer shall, if the Trustee is legally unable so to act, petition at the expense of the Servicer in accordance with Section 12.01a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. (b) Upon its appointment, the Trustee Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved of such responsibilitiesdeemed to refer to the Successor Servicer. Notwithstanding the foregoing, duties and liabilities arising after such Service Transfer; providedor anything in this Section 9.03 to the contrary, however, that the Successor Servicer shall have no responsibility or obligation (i) for any representation or warranty of the predecessor Servicer or any other Successor Servicer hereunder or (ii) for any act or omission of either a predecessor or any other Successor Servicer. The Trustee may conduct any activity required of it as Servicer hereunder through an Affiliate or through an agent. Neither the Trustee will nor any other Successor Servicer shall be deemed to be in default hereunder due to any act or omission of a predecessor Servicer, including but not assume limited to failure to timely deliver to the Trustee any obligations of the Company instructions pursuant to Section 3.05 4.02, any funds required to be deposited with or transferred to the Trustee, or any breach of its duty to cooperate with a Service Transfer. (c) All authority and (ii) power granted to the Trustee Servicer under this Agreement shall not automatically cease and terminate upon termination of this Agreement pursuant to Section 10.01, and shall pass to and be liable for any vested in the Issuer, and the Issuer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or omissions things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Issuer in effecting the termination of the responsibilities and rights of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out conduct servicing of the Monthly Servicing FeeReceivables and the other Pledged Assets. Notwithstanding The Servicer shall transfer its electronic records relating to the aboveReceivables and the other Pledged Assets to the Issuer or its designee in such electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it in the Trustee may, if manner and at such times as it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionreasonably request. (d) [Reserved].

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in accordance with a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each such Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each Outstanding Series pursuant to Section 12.0112.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). Notwithstanding the above, the Trustee shall, if it is legally unable to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA(R) or MasterCard(R) credit card receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shall, without the written consent shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.02. The Trustee Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Transferor or its designee and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such successor transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor (or its designee) in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall take transfer its electronic records relating to the Receivables to the Transferor (or its designee) in such actionelectronic form as the Transferor (or such designee) may reasonably request and shall transfer all other records, consistent correspondence and documents to the Transferor (or its designee) in the manner and at such times as the Transferor (or such designee) shall reasonably request. To the extent that compliance with this AgreementSection 10.02 shall require the Successor Servicer to disclose to the Transferor (or its designee) information of any kind which the Successor Servicer deems to be confidential, as the Transferor (or such designee) shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Master Servicer's receipt of notice of termination pursuant to Section 7.02 8.01 or the resignation of the Servicer in accordance with pursuant to Section 12.017.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and of this Agreement, except that the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Indenture Trustee shall not be liable for obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementprevious Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders (or Certificateholders) from effecting a transfer of servicing. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderunder this Agreement. Pending appointment of a any such successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingMaster Servicer, the Indenture Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, shall be in excess of that permitted the Master Servicer under this Agreement without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeInsurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, 12.1 the Trustee shall shall, and upon the Servicer's resignation pursuant to Section 11.5 the Trustee may, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementthis Agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution, having a net worth of not less than $100,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor Servicer hereunder. Pending appointment of a successor to under this Agreement; provided, that the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee Rating Agency Condition shall act be satisfied in connection with such capacity as hereinabove providedappointment. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Contracts Receivables as it and such successor Servicer shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer under this Agreement. The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as successor Servicer under this Section 12.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under this Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing ------------ functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify the Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as successor servicer (the "Successor Servicer"), and such ------------------ Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that they cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer then the Trustee shall offer the Servicer, for so long as People's Bank is the Servicer, the right to accept reassignment of all of the Receivables and the Seller may accept reassignment of all the Receivables on a date designated by the Seller (the "Reassignment Date"); provided, however, that if the short-term deposits or ----------------- -------- ------- long-term unsecured debt obligations of the Seller are not rated at the time of such purchase at least P-3 or Baa-3, respectively, by Xxxxx'x, no such purchase by the Seller shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the Seller. The reassignment deposit amount with respect to each Series for such reassignment shall be equal to the sum of (A) the higher of (x) the sum of (i) the Investor Interest of such Series as of the end of the Monthly Period preceding the Reassignment Date less the amount, if any, previously accumulated for the payment of principal with respect to such Series as provided in the related Supplement on the related Transfer Date following the date of such reassignment, plus (ii) an amount equal to all interest accrued but unpaid on the Investor Certificates less the amount, if any, accumulated to pay interest with respect to such Series as provided in the related Supplement on the Transfer Date following the date of such reassignment, accrued at the applicable Certificate Rate through the date of reassignment and (y) the average bid price quoted by two recognized dealers for a security similar to the Investor Certificates of each such Series and rated in the highest rating category by the Rating Agency and having a remaining maturity approximately equal to the remaining maturity of such Series and (B) if, as provided in the related Supplement, certain unpaid amounts to the Enhancement Provider with respect to such Series. The reassignment deposit amount with respect to each Series shall be deposited in the Collection Subaccount or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of such Series pursuant to Section 12.3 of the ------------ Agreement. Any payment with respect to the Enhancement Provider of any Series shall be made in the manner provided in the Supplement with respect to such Series. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an agent in accordance with Section 12.01the provisions of subsection 3.1(b). ----------------- Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicer of VISA or MasterCard credit card receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved of such deemed to refer to the Successor Servicer; provided, however, that the references to -------- ------- Servicer contained in Sections 8.4 and 11.5 shall be deemed to refer to the ------------ ---- Servicer with respect to responsibilities, duties and liabilities arising after during or with respect to such Service Transfer; provided, however, time that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the was Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee under this Agreement and shall be entitled deemed to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor refer to the Successor Servicer hereunder in the assumption of all or any part of the with respect to responsibilities, duties and liabilities arising during or liabilities with respect to such time that the Successor Servicer acts as Servicer under this Agreement. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the Servicer hereunder. Pending appointment terms and provisions of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shall, without the written consent -------- ------- shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.2. The Seller agrees that if the Servicer is terminated ----------- hereunder, it will agree, at the request of the Trustee or any Successor Servicer, to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its ---------- share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Seller and, ------------ without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such successor transfer of servicing rights. The Successor Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall take transfer its electronic records relating to the Receivables to the Seller in such actionelectronic form as the Seller may reasonably request and shall transfer all other records, consistent correspondence and documents to the Seller in the manner and at such times as the Seller shall reasonably request. To the extent that compliance with this AgreementSection 10.2 shall require the Successor Servicer to ------------ disclose to the Seller information of any kind which the Successor Servicer deems to be confidential, as the Seller shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14, exceed to reimburse the Monthly Servicing FeeTrustee pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. (c) In connection with the resignation, removal or expiration of the term of the Servicer hereunder, or in connection with the resignation or removal of any successor to the Servicer (or any other successor to the Servicer appointed hereunder) acting as successor Servicer hereunder, either (i) the successor Servicer, (or any other successor to the Servicer appointed hereunder) acting as successor Servicer hereunder, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this paragraph.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to XxxxxXxxxx, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts obligated to make a WMB Monthly P&I Advance or omissions of the Servicer occurring prior to such Service Transfer or for any breach GreenPoint Monthly P&I Advance if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB Loans (and on the GreenPoint Loans, if the Servicer was acting as successor to XxxxxXxxxx under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with any termination or resignation of the Servicer or GreenPoint hereunder, in the event that any of the applicable Mortgage Loans are MERS Loans, either (i) the successor servicer (including the Trustee if the Trustee is acting as successor servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor servicer shall cooperate with the successor servicer in registering the transfer of servicing of the MERS Loans to the successor servicer on the MERS® System in accordance with MERS’ rules and procedures, or (ii) if the successor servicer is not a member of MERS, the predecessor servicer shall cooperate with the successor servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section 7.02(b). (c) On and after the date on which XxxxxXxxxx receives a notice of termination pursuant to Section 7.01 or XxxxxXxxxx resigns pursuant to Section 6.04, the Servicer shall be the successor in all respects to GreenPoint under this Agreement and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on GreenPoint by the terms and provisions hereof and thereof, and shall have the same limitations on liability herein granted to GreenPoint; provided, that Servicer shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of GreenPoint or any liability incurred by GreenPoint prior to such date of termination or resignation; provided, further, that if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee shall not be obligated to make a GreenPoint Monthly P&I Advance if it is prohibited by law from so doing. As compensation therefor, the Servicer shall be entitled to all compensation to which GreenPoint would have been entitled if XxxxxXxxxx had continued to act hereunder. (d) Notwithstanding Section 7.02(c), if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee may, if it shall be unwilling to act as successor to GreenPoint, or shall if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to XxxxxXxxxx hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of XxxxxXxxxx hereunder. Pending any such appointment, the Trustee (if acting as successor Servicer under Section 7.02(a)) is obligated to act as successor to XxxxxXxxxx. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on GreenPoint Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted XxxxxXxxxx hereunder. The Trustee and such successor shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14, exceed to reimburse the Monthly Servicing FeeTrustee pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) In the event of a Servicer Event of Termination, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when notification of such event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. (c) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after (a) From the time either Servicer (and the Servicer Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the such Servicer in its capacity as servicer a Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as a successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant related Servicer to Section 3.05 and (ii) make Advances or Monthly Advances, as applicable. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as a successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the related Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as a successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the related Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts the related Mortgage Loans in an amount equal to the compensation which the related Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as a Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to either Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as a Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the related Servicer is so required pursuant to Section 3.14. (c) In connection with the termination or resignation of either Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as a successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer (or, if the Trustee is the predecessor Servicer, the related initial Servicer) shall file or cause to be filed any such Assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments, and fees and costs of filing any Assignments that may be required under this Section 7.02(c).

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 8.1, or the upon resignation of the Servicer in accordance with pursuant to Section 12.017.4, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilitiesthis Agreement, duties and liabilities arising after such Service Transfer; provided, however, except that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpurchase Contracts pursuant to Section 3.7. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution acceptable to the Insurer, having a net worth or not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderunder this Agreement. Pending appointment of a any such successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingServicer, the Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such the successor out of payments on Contracts as it and such successor shall agree; provided, however, (i) that such amount shall equal the product of a fixed percentage rate and the Scheduled Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such monthly compensation shall, without shall be in excess of that previously permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer under this Agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee (not to exceed 90 days from the date of delivery of such notice). The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), with the consent of any Enhancement Provider, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee, the Transferors and any Enhancement Provider. The Transferors shall have the right to nominate to the Trustee the name of a potential successor servicer which nominee shall be selected by the Trustee as the Successor Servicer, subject to the consent of any Enhancement Provider. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall offer the Transferors the right to accept reassignment of all the Receivables; provided, however, that no such reassignment shall occur unless the Transferors shall deliver to the Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to the Trustee that such reassignment would not constitute a fraudulent conveyance by the Transferor. The reassignment deposit amount for such a reassignment shall be equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in any principal funding account), plus (i) accrued interest thereon, at the applicable Certificate Rate (through the end of the Due Period for the subsequent Distribution Date of reassignment), and (ii) any unpaid amounts payable to any Enhancement Provider under the applicable Enhancement agreement. In the event that a Successor Servicer in accordance with Section 12.01has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee (as trustee hereunder) without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the Successor Servicer hereunder. Notwithstanding anything to the contrary in this Agreement, the entire amount of the reassignment deposit amount shall be distributed to the Investor Certificateholders of the related Series on the subsequent Distribution Date for such Series pursuant to Section 12.03 (except for the applicable Repayment Amount and other amounts payable to any Enhancement Provider under the applicable Enhancement agreement, which amounts shall be distributed to such Enhancement Provider.) (b) Upon its appointment., the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferdeemed to refer to the Successor Servicer; provided, however, that that, the outgoing Servicer shall not be relieved of any liability hereunder for its actions prior to the transfer of servicing hereunder; and provided further, that, (i) the outgoing Servicer shall not indemnify the Trust or the Trustee will not assume any obligations of the Company pursuant to under Section 3.05 8.04 for acts, omissions or alleged acts or omissions by a Successor Servicer and (ii) the Trustee outgoing Servicer shall not be liable pay or reimburse the Trustee pursuant to Section 11.05 for any acts expense, disbursement or omissions advance of the Servicer occurring prior Trustee related to such Service Transfer or for any breach arising as a result of the negligence or bad faith of the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or applicable Enhancement agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. . (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shall, without the written consent shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.02. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Transferors and, without limitation, the Transferors are hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Transferors in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferors in such successor electronic form as the Transferors may reasonably request and shall take transfer all other records, correspondence and documents to the Transferors in the manner and at such action, consistent times as the Transferors shall reasonably request. To the extent that compliance with this AgreementSection 10,02 shall require the Successor Servicer to disclose to the Transferors information of any kind which the Successor Servicer deems to be confidential, as the Transferors shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such succession.protect its interests,

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Master Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04 or if a Master Servicer Extension Notice is not delivered or contemplated by Section 7.01, the resignation of Trustee (or such other successor Master Servicer as is acceptable to the Servicer Certificate Insurer and approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Master Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Master Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Master Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Master Servicer) shall be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Master Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appointthe Certificate Insurer shall appoint a successor Master Servicer, and if the Certificate Insurer does not, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the appointment of any such successor Master Servicer shall be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer's prior written consent which consent shall not be unreasonably withheld and, provided further, will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates or the ratings that are in effect without taking into account the Policy by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Master Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Master Servicer shall not affect any liability of the Certificateholderspredecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06), exceed nor shall any successor Master Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Master Servicer or for any breach by such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor, including the Trustee, to the Master Servicer as servicer shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Certificate Insurer, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after the time an Administrator, if any, specified in the Servicer applicable Series Supplement, receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.1, the Trustee shall be the successor in all respects to the Servicer such Administrator and shall, until a successor Administrator is appointed in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall accordance herewith, be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer Administrator (except for any representations or warranties of the Administrator under this Agreement and except as otherwise provided herein or in the applicable Series Supplement) by the terms and provisions hereof and that any failure to perform such duties or responsibilities caused by the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Administrator's failure to provide information required by Section 3.05 and (ii) the Trustee 7.1 shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach considered a default by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, Trustee as successor to the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing FeeAdministrator hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Holders of Certificates of such Series evidencing not less than the Required Percentage-- Administrator Termination of the aggregate Voting Rights, so request in writing to actthe Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer Administrator acceptable to the Rating Agency (such acceptance to be evidenced by satisfaction of the Rating Agency Condition with respect to such appointment) and having a net worth of not less than $15,000,000, as the successor to the Servicer hereunder such Administrator under this Agreement with respect to such Series in the assumption of all or any part of the responsibilities, duties or liabilities of such Administrator under this Agreement with respect to such Series. The Trustee, the Servicer hereunderDepositor and any such successor Administrator may agree upon the compensation to be paid with respect thereto; PROVIDED, however, that in no event shall such compensation be greater than the compensation payable to the Administrator under this Agreement. No appointment of a successor Administrator under this Agreement shall be effective until the assumption by the successor Administrator of all the responsibilities, duties and liabilities placed on the Administrator hereunder and under the related Series Supplement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingAdministrator under this Agreement, the Trustee shall act in such capacity as and to the extent hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 8.1 or the resignation of the Servicer in accordance with pursuant to Section 12.017.4, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) Agreement, except that the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpurchase Contracts pursuant to Section 3.7. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCollection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established financial institution acceptable to the Insurer, having a net worth or not less than $50,000,000 and whose regular business shall include the servicing of automotive retail installment sales contracts, as the successor to the Servicer hereunder in under the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunderAgreement. Pending appointment of a any such successor to the Servicer hereunder, unless the Trustee is prohibited by law from so actingServicer, the Trustee shall act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such the successor out of payments on Contracts as it and such successor shall agree; provided, however, (i) that such amount shall equal the product of a fixed percentage rate and the Scheduled Balance, as of the commencement of each Collection Period, of each Contract and (ii) that no such monthly compensation shall, without shall be in excess of that previously permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer under this Agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any 7-2 obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency and the Transferor of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer’s Certificate of the Servicer to the effect that it cannot in accordance good faith cure the Servicer Default which gave rise to a Termination Notice, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify the Transferor and each Credit Enhancement Provider of the proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to bid on the Receivables and, except in the case of a Servicer Default set forth in subsection 10.01(d), shall offer the Transferor the right of first refusal to purchase the Receivables on terms equivalent to the best purchase offer as determined by the Trustee, but in no event less than an amount equal to the Aggregate Investor Interest on the date of such purchase plus all interest accrued but unpaid on all of the outstanding Investor Certificates at the applicable Certificate Rate through the date of such purchase; provided, however, that if the short‑term deposits or long‑term unsecured debt obligations of the Transferor are not rated at the time of such purchase at least P‑3 or Baa3, respectively, by Moody’s, if Xxxxx’x is a Rating Agency with respect to any Series of Certificates outstanding, no such purchase by the Transferor shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the Transferor. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.0112.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk‑based capital adequacy requirements, risk‑based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk‑based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA®, MasterCard® or American Express® credit card receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Credit Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shallshall be in excess of the Servicing Fee permitted to the Servicer pursuant to Section 3.02. The Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit with the Trustee a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its share of the compensation of the Successor Servicer. (d) All authority and power granted to the Servicer or any Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Transferor and, without limitation, the written consent of 100% Transferor is hereby authorized and empowered to execute and deliver, on behalf of the CertificateholdersSuccessor Servicer, exceed as attorney‑in‑fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the Monthly Servicing Feepurposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such successor electronic form as the Transferor may reasonably request and shall take transfer all other records, correspondence and documents to the Transferor in the manner and at such action, consistent times as the Transferor shall reasonably request. To the extent that compliance with this AgreementSection 10.02 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, as the Transferor shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after the ---------------------------------------- time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee -------- ------- will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without -------- ------- the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including without limitation, the obligation to make Monthly Advances and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpay Compensating Interest. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the aboveforegoing, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any Class of Class A Certificates by any Rating Agency. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach make a Monthly P&I Advance if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) If an ---------------------------------------- Event of Default shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the Sale and Servicing Agreement, the Trustee by notice in writing to the Servicer may, and shall, if so directed by Certificateholders evidencing more than 50% of the Class Certificate Principal Amount (or Aggregate Notional Amount) of each Class of Certificates, terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under the Sale and Servicing Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under the terms of the Sale and Servicing Agreement; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting 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, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. If any Event of Default shall occur, the Trustee shall promptly notify the Rating Agencies of the nature and extent of such Event of Default. The Trustee shall immediately give written notice to the Servicer upon such Servicer's failure to remit funds on the Remittance Date. (b) On and after the time the Servicer receives a notice of termination from the Trustee pursuant to Section 7.02 6.14(a) or the Trustee receives the resignation of the Servicer in accordance with Section 12.01evidenced by an Opinion of Counsel pursuant to the applicable provision of the Sale and Servicing Agreement, the Trustee Trustee, unless another servicer shall have been appointed, shall be the successor in all respects to the Servicer in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by under the terms Sale and provisions hereof and Servicing Agreement, including the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferobligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by the Sale and Servicing Agreement shall not be considered a default by the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) hereunder. In addition, the Trustee shall not be liable have no responsibility for any acts act or omissions omission of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer issuance of any notice of its obligations contained termination. In the Trustee's capacity as such successor, the Trustee shall have the same limitations on liability herein or in any related document or agreementgranted to the Servicer. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out payable to the Servicer under the Sale and Servicing Agreement, including the applicable portion of the Monthly related Servicing Fee. . (c) Notwithstanding the above, the Trustee may, if it shall be unwilling to continue to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution servicer, master servicer, servicer or mortgage servicing institution having a net worth of not less than $15,000,000 and meeting such other standards for a successor servicer as are set forth in the Sale and Servicing Agreement, as the successor to the such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a servicer, like the Servicer hereunderServicer. Pending appointment of Any entity designated by the Trustee as a successor Servicer may be an Affiliate of the Trustee; provided, however, that, -------- ------- unless such Affiliate meets the net worth requirements and other standards set forth herein for a successor servicer, the Trustee, in its individual capacity shall agree, at the time of such designation, to be and remain liable to the Servicer Trust Fund for such Affiliate's actions and omissions in performing its duties hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in -------- ------- excess of that permitted to the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such successionsuccession and may make other arrangements with respect to the servicing to be conducted hereunder which are not inconsistent herewith. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the servicing functions and providing the Trustee and successor servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to assume the Servicer's functions hereunder and the transfer to the Trustee or such successor servicer, as applicable, all amounts which shall at the time be or should have been deposited by the Servicer in the Certificate Account and any other account or fund maintained with respect to the Certificates or thereafter be received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) to cooperate as required by the Sale and Servicing Agreement, (iii) to deliver the Mortgage Loan data to the Trustee as required by the Sale and Servicing Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or as otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency and the Transferor of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. If such Successor Servicer is unable to accept such appointment, the Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer’s Certificate of the Servicer to the effect that it cannot in good faith cure the Servicer Default which gave rise to a Termination Notice, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee, except in the case of a Servicer Default set forth in subsection 10.1(d), shall offer the Transferor the right to accept reassignment of all of the Receivables for an amount equal to the Aggregate Invested Amount on the date of such purchase plus all interest accrued but unpaid on all of the outstanding Investor Securities at the applicable Security Rate through the date of such purchase; provided, however, that no such purchase by the Transferor shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the Transferor. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Securityholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). The Trustee may delegate any of its servicing obligations to an affiliate or agent of the Trustee in accordance with Section 12.01Article III hereof. Any such delegations shall not relieve the Trustee of its liability and responsibility with respect to such duties. Notwithstanding the above, the Trustee shall, if it is legally unable to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables similar to the Receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% shall be in excess of the Certificateholders, exceed Servicing Fee permitted to the Monthly Servicing FeeServicer pursuant to Section 3.2. The Trustee and such successor shall take such actionTransferor agrees that if the Servicer is terminated hereunder, consistent with this Agreement, as shall be necessary it will agree to effectuate any such successiondeposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its ratable share of the compensation of the Successor Servicer.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; providedPROVIDED, howeverHOWEVER, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; providedPROVIDED, howeverHOWEVER, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee Backup Servicer, following its appointment, or the Trustee, as applicable, shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that neither the Trustee nor the Backup Servicer (i) the Trustee will not shall assume any obligations of the Company Originator pursuant to Section 3.05 and 3.06 or (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement; and provided further that no removal or resignation of the Servicer shall become effective until the Backup Servicer, a successor Servicer or the Trustee, as applicable, shall have assumed the Servicer's responsibilities and obligations. As compensation therefor, the Backup Servicer shall be entitled to the Monthly Servicing Fee and Backup Servicing Fee, or to the extent that the Trustee assumes the servicing responsibilities, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it and the Backup Servicer shall be unwilling so to act, or shall, if it is and the Backup Servicer are legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 7.02, the Backup Servicer or the resignation of the Servicer in accordance with Section 12.01Trustee or its designee, the Trustee as appropriate, shall be the successor in all respects to the terminated Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the terminated Servicer by the terms and provisions hereof hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that that (i) neither the Trustee will not Backup Servicer, the Trustee, nor any successor servicer shall assume any obligations of the Company Originator pursuant to Section 3.05 and 3.06, and (ii) neither the Trustee Backup Servicer, the Trustee, nor any successor servicer shall not be liable for any acts or omissions of the terminated Servicer occurring prior to such Service Transfer or for any breach by the terminated Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer or the Trustee or its designee, as appropriate, shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it and the Backup Servicer shall be unwilling so to act, or shall, if it is and the Backup Servicer are legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee, and in the case of the Backup Servicer, be less than the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives (a) No appointment of a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and or the transactions set forth or provided for herein and Special Servicer hereunder shall be subject to effective until the assumption by such successor of all the Servicer’s or Special Servicer’s responsibilities, duties and liabilities relating thereto placed on hereunder. (b) Notwithstanding anything herein to the Servicer by contrary but subject to the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations rights of the Company Directing Holder pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above6.03(f), the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Noteholders entitled to acta majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer, appoint, or petition promptly appoint a court of competent jurisdiction to appoint, an Eligible Qualified Servicer as the successor to the Servicer hereunder in or Special Servicer, as the assumption case may be, of all or any part of the responsibilities, duties or and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee is shall be prohibited by law from so actingacting or is unable to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, the Trustee is hereby authorized to make arrangements for payment of increased compensation (including in the event that no such monthly compensation shall, without the written consent of 100% Trustee or an affiliate of the Certificateholders, exceed Trustee is the Monthly Servicing Fee. The Trustee successor Servicer or Special Servicer) at whatever market rate is reasonably necessary to identify and such retain an acceptable successor shall take such action, consistent with this AgreementServicer or Special Servicer, as the case may be. Any such increased compensation shall be necessary to effectuate any such successionan expense of the Issuer.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the i)the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the ii)the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the ---------------------------------------- time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee - will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without - the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination Servicer Termination Notice pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.019.01, the Trustee shall without further action be the successor in all respects to the terminated Servicer in its capacity as servicer 49 55 Servicer under this Master Agreement, the Master Sale Agreement and each Series Related Document and the transactions set forth or provided for herein and therein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferthereof; provided, however, that (ia) the Trustee will not assume shall be permitted in its sole discretion, but shall have no obligation, to make any obligations of the Company pursuant to Section 3.05 Servicer Advances and (iib) the Trustee shall not be liable for any acts or omissions of the terminated Servicer occurring prior to such Service Transfer or for any breach by either the terminated Servicer or the Originator of any of its obligations their respective representations and warranties contained herein herein, in the Master Sale Agreement, in any other Series Related Document or in any related document or agreement. As compensation thereforfor acting as Servicer hereunder, the Trustee shall be entitled to receive reasonable the payment of the Servicer Fee and other compensation (whether payable out of the Monthly Servicing FeeMaster Facility Account or otherwise) as the terminated Servicer would have been entitled to hereunder if no such Servicer Termination Notice had been given. Notwithstanding the aboveforegoing, the Trustee maymay or, if it upon the direction of a majority in aggregate principal amount of Notes Outstanding, shall be unwilling so appoint any servicing entity acceptable to act, or shall, if it is legally unable so designated by a majority in aggregate principal amount of Notes Outstanding to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer act as the successor to the Servicer hereunder in the assumption of and to assume (prospectively) all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment , provided that any such servicing entity has a net worth of, or is a member of a successor consolidated group of entities which has a net worth of, not less than $20,000,000 and whose regular business includes the servicing of receivables of a similar nature to the Servicer hereunder, unless Contracts and the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove providedEquipment. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation payment of a Servicer Fee to such successor out of payments on Contracts Servicer in such an amount as it the Trustee and such successor Servicer shall agree; provided, however, that except as set forth in the immediately succeeding paragraph no such monthly compensation shall, without the written consent of 100% agreed upon Servicer Fee shall be in excess of the CertificateholdersServicer Fee then being received by the Servicer; and provided further that in no event shall the Trustee be liable to any successor Servicer for the Servicer Fee or any additional amounts payable to such successor Servicer, exceed the Monthly Servicing Feeeither pursuant to this Master Agreement, any Series Related Document or otherwise. The Trustee and such successor Servicer shall take such action, consistent with this Master Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, if the Trustee is not legally permitted to act as Servicer under any applicable law and the Trustee is unable to engage a successor Servicer willing to act as Servicer for a fee equal to or less than the Servicer Fee then being received by the Servicer then the Trustee may solicit bids from not less than three entities currently engaged in businesses similar to that of the Originator (at the time of the origination of the Contracts) or providing servicing services similar to that of the Servicer which, in either case, are qualified to act as successor Servicer pursuant to this Section 9.02 and appoint the qualified entity submitting the proposal to act as successor Servicer for the lowest fee, even if such fee exceeds the Servicer Fee as calculated by reference to the Original Servicer Fee Rate (such higher fee being an "Increased Servicer Fee") and the difference between such Increased Servicer Fee and the Original Servicer Fee shall be the "Increased Servicer Fee Differential". Any Increased Servicer Fee Differential shall be payable in the manner and with the priority set forth in each of the Series Supplements solely out of funds available for such purpose; provided, that any such Increased Servicer Fee 50 56 Differential not paid when due as a result of there not being sufficient available funds therefor on any Payment Date shall be payable on any future Payment Date to the extent amounts are then available for the payment thereof.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer acceptable to the Certificate Insurer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the CertificateholdersCertificateholders and the Certificate Insurer, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions 114 set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (c) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply 115 in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer (or, if the Trustee is the predecessor Servicer, the initial Servicer) shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 7.02(d). (d) If the Servicer is terminated pursuant to Section 7.01, then the successor Servicer shall not be permitted to reimburse itself directly for Advances or Servicing Advances under Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vii), if the Servicer has not been fully reimbursed for its Advances and Servicing Advances, but instead the successor Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.10(d) to the extent of amounts on deposit in the Collection Account on the related Servicer Remittance Date. The Trustee is hereby authorized to pay to the terminated Servicer and the successor Servicer, as applicable, reimbursements for Advances and Servicing Advances from the Distribution Account to the same extent each such Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vii), as the case may be. All Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis. At such time as the Servicer has been reimbursed for all Advances and Servicing Advances made by it, the successor Servicer shall no longer be required to remit in accordance with the first sentence of this Section 7.02(d) and shall then be permitted to reimburse itself directly for Advances and Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vii).

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto (including, without limitation, the Servicer’s responsibilities, duties and liabilities as successor to Countrywide, if it has been so appointed under Section 7.02(c) or (d)) arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts obligated to make a Monthly P&I Advance or omissions of a Monthly Advance (as defined in the Servicer occurring prior to such Service Transfer or for any breach Countrywide Agreement) if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts WMB Loans (and on the Countrywide Loans, if the Servicer was acting as successor to Countrywide under Section 7.02(c) or (d)) as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with any termination or resignation of the Servicer hereunder, in the event that any of the applicable Mortgage Loans are MERS Loans, either (i) the successor Servicer (including the Trustee if the Trustee is acting as successor Servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor Servicer shall cooperate with the successor Servicer in registering the transfer of servicing of the MERS Loans to the successor Servicer on the MERS® System in accordance with MERS’ rules and procedures, or (ii) if the successor Servicer is not a member of MERS, the predecessor Servicer shall cooperate with the successor Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section 7.02(b). (c) On and after the date on which the rights and obligations of Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans are terminated pursuant to Section 7.01(b) hereof or Countrywide resigns pursuant to the Countrywide Agreement, the Servicer shall exercise the Trust’s right as assignee of the rights of the Company (as assignee of the rights of Washington Mutual Mortgage Securities Corp.) under the Countrywide Agreement to appoint the Servicer as successor in all respects to Countrywide under the Countrywide Agreement with respect to the servicing of the Countrywide Loans; provided, that the Servicer shall not under any circumstances be responsible for any representations and warranties or any repurchase obligation of Countrywide or any liability incurred by Countrywide prior to such date of termination or resignation; provided, further, that if the Trustee is acting as successor Servicer under Section 7.02(a), the Trustee shall not be obligated to make a Monthly Advance (as defined in the Countrywide Agreement) if it is prohibited by law from so doing. As compensation therefor, the Servicer shall be entitled to all compensation to which Countrywide would have been entitled under the Countrywide Agreement if Countrywide had continued to act thereunder.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor 132 Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. (c) In the event of a Servicer Event of Termination, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when notification of such event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.02, appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above (including, but not limited to the requirement that the appointment of any 133 such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies) and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. (d) In connection with the resignation, removal or expiration of the term of the Servicer hereunder, or in connection with the resignation or removal of any successor to the Servicer (or any other successor to the Servicer appointed hereunder) acting as successor Servicer hereunder, either (i) the successor Servicer, (or any other successor to the Servicer appointed hereunder) acting as successor Servicer hereunder, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this paragraph.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor Servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in accordance with Section 12.01a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer's Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations notify each Credit Enhancement Provider of the Company pursuant proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to Section 3.05 bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Trustee shall not be liable for any acts or omissions Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer occurring prior to such Service Transfer or for any breach by has not been appointed and has not accepted its appointment at the time when the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforceases to act as Servicer, the Trustee without further action shall automatically be entitled appointed the Successor Servicer upon the later to receive reasonable compensation out occur of (A) the Monthly Servicing Fee60th day after the Termination Notice and (B) the Servicer ceases to act as Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of revolving credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor The Servicer shall provide the Trustee access to the Servicer hereunder, unless documentation and any software relating to the Receivables and the Collections and to any personnel having knowledge of such documentation or software when the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity obligated to serve as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 8.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.017.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, as evidenced by the Certificate Insurer's prior written consent which consent shall not be unreasonably withheld and provided, further, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Trustee pursuant to Section 7.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of Certificateholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.06. No successor servicer shall have the right to retain and commingle payments on, and collections in respect of, the Mortgage Loans with its own funds pursuant to Section 3.02(d) unless (i) consented to in writing by the Certificate Insurer and (ii) such commingling will not result in a downgrade, qualification or withdrawal of the then current ratings of the Class A Certificates, without regard to the Certificate Insurance Policy, as evidenced in writing by each Rating Agency.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any -------- ------- obligations of the Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written -------- ------- consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01Pooling and Servicing Agreement, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Feecompensation. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts amounts in the Reserve Account as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed (a) until the Monthly Servicing Feerelease of the Trustee's security interest in the Reserve Account Loans, 1/12 of 0.5% of the greater of (1) the lesser of $4,116,000 and the Certificate Principal Balance and (2) the principal balance of the Reserve Account Loans then pledged to the Trustee and (b) thereafter, 1/12 of 0.5% of the lesser of $4,116,000 and the Certificate Principal Balance. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after Servicer's receipt of a Termination Notice pursuant to SECTION 10.1, Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by Issuer (acting upon the instruction of Trustee or the Required Holders) in writing or, if no such date is specified in the Termination Notice, or otherwise specified by Issuer (acting upon the instruction of Trustee or the Required Holders), until a date mutually agreed upon by Servicer and Issuer (acting upon the instruction of Trustee or the Required Holders). Issuer (acting upon the instruction of Trustee or the Required Holders) shall, as promptly as possible after the giving of a Termination Notice, nominate an Eligible Servicer as successor servicer (the "SUCCESSOR SERVICER"); PROVIDED that the Successor Servicer shall accept its appointment by a written assumption in a form acceptable to Issuer (acting upon instruction from Trustee). Any Person who is nominated to be a Successor Servicer shall accept its appointment by a written assumption in form and substance acceptable to Issuer (acting upon instruction from Trustee). In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when Servicer ceases to act as Servicer, Trustee without further action shall automatically be appointed the Servicer receives a notice Successor Servicer. Trustee may delegate any of termination pursuant its servicing obligations to Section 7.02 an affiliate or the resignation of the Servicer agent in accordance with Section 12.01SECTION 3.1(b). If Trustee is prohibited by applicable law from performing the duties of Servicer hereunder, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, may appoint, or may petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the a Successor Servicer hereunder. Pending Trustee shall give prompt notice to the Rating Agencies and each Noteholder upon the appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionSuccessor Servicer.

Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 6.1 or the resignation of the Servicer in accordance with Section 12.015.4, the Trustee Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and (except those not applicable to the Backup Servicer if the Backup Servicer becomes the Servicer shall be relieved of such responsibilities, duties hereunder) arising on and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementsuccession. As compensation therefor, the Trustee Backup Servicer shall be entitled to receive reasonable such compensation out of as Servicer as is provided for in Schedule V hereof under the Monthly heading "Servicing Fee" and the exhibits thereto. Notwithstanding the above, if the Trustee may, if it shall be unwilling so to act, or shall, if it Backup Servicer is legally unable so to act, appoint, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or contract servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. In the event that Concord Servicing Corporation, as Backup Servicer, is legally unable to act as Servicer under this Agreement and another entity is appointed as successor servicer under this Section, Concord Servicing Corporation shall have no further obligation to perform the obligations of Servicer or Backup Servicer under this Agreement. Pending appointment of a successor to the Servicer hereunder, unless the Trustee Backup Servicer is prohibited by law from so acting, the Trustee Backup Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Receivables in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 4.7 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor servicer shall not affect any liability of the CertificateholdersServicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 4.4 or to indemnify the Indenture Trustee pursuant to Section 5.6, exceed nor shall any successor servicer be liable for any acts or omissions of the Monthly Servicing FeeServicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Backup Servicer, to the Servicer as servicer shall during the term of its service as servicer continue to service and administer the Receivables for the benefit of the Issuer and the Indenture Trustee, for the benefit of the Noteholders.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, 19.1 the Trustee shall shall, and upon the Servicer's resignation pursuant to Section 18.5 the Trustee may, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementAgreement. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCertificate Account or otherwise) as the Servicer would have been entitled to under the Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible any established financial institution, having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor Servicer as under the Agreement; provided, that the appointment of any such successor Servicer will not result in the withdrawal or reduction of the outstanding ratings assigned to the Servicer hereunder in Certificates by the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove providedRating Agencies. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Contracts Receivables as it and such successor Servicer shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of Servicer under the Certificateholders, exceed the Monthly Servicing FeeAgreement. The Trustee and such successor Servicer shall take such action, consistent with this the Agreement, as shall be necessary to effectuate any such succession. Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as successor Servicer under this Section 19.2 until the newly appointed successor Servicer shall have assumed the responsibilities and obligations of the Servicer under the Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof (including, without limitation, the obligation to make Monthly Advances pursuant to Section 8.04), and the Master Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company CIT Consumer Finance pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Master Servicer occurring prior to such Service Transfer or for any breach by the Servicer CIT Consumer Finance of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Master Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed be in excess of the Monthly Master Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions 124 set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (c) In the event of a Servicer Event of Termination, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when 125 notification of such event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.02, appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above (including, but not limited to the requirement that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies) and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including without limitation, the obligation to make Monthly Advances and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpay Compensating Interest. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the aboveforegoing, unless the Certificate Insurer previously shall have appointed a successor servicer, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appointappoint (or the Certificate Insurer may, without regard to the willingness or inability of the Trustee to so act, appoint as an Eligible Servicer alternative successor servicer in place of the Trustee) any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any subclass of Offered Certificates by any Rating Agency. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Trustee to Act; Appointment of Successor. (a) If an Event of Default shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the Servicing Agreement, the Trustee, by notice in writing to the Servicer may, and shall, if so directed by Certificateholders evidencing more than 50% of the Aggregate Voting Interests, terminate all of the rights and obligations of the Servicer under the Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof. Within 90 days following the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under the Servicing Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under the terms of the Servicing Agreement; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting 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, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. If any Event of Default shall occur, the Trustee, upon becoming aware of the occurrence thereof, shall promptly notify the Rating Agencies of the nature and extent of such Event of Default. The Trustee shall immediately give written notice to the Servicer upon such Servicer's failure to remit funds on the Remittance Date. (b) On and after the time the Servicer receives a notice of termination from the Trustee pursuant to Section 7.02 6.14(a) or the Trustee receives the resignation of the Servicer in accordance with Section 12.01evidenced by an Opinion of Counsel pursuant to the applicable provisions of the Servicing Agreement, the Trustee Trustee, unless another servicer shall have been appointed, shall be the successor in all respects to the Servicer in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by under the terms and provisions hereof and Servicing Agreement, including the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferobligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by the Servicing Agreement shall not be considered a default by the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) hereunder. In addition, the Trustee shall not be liable have no responsibility for any acts act or omissions omission of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer issuance of any notice of its obligations contained termination. In the Trustee's capacity as such successor, the Trustee shall have the same limitations on liability herein or in any related document or agreementgranted to the Servicer. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out payable to the Servicer under the Servicing Agreement, including the applicable portion of the Monthly Servicing Fee. . (c) Notwithstanding the above, the Trustee may, if it shall be unwilling to continue to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000 and meeting such other standards for a successor servicer as are set forth in the Servicing Agreement, as the successor to the such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a servicer, like the Servicer hereunderServicer. Pending appointment of Any entity designated by the Trustee as a successor servicer may be an Affiliate of the Trustee; provided, however, that, unless such Affiliate meets the net worth requirements and other standards set forth herein for a successor servicer, the Trustee, in its individual capacity shall agree, at the time of such designation, to be and remain liable to the Servicer Trust Fund for such Affiliate's actions and omissions in performing its duties hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted to the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such successionsuccession and may make other arrangements with respect to the servicing to be conducted hereunder which are not inconsistent herewith. The Trustee shall be entitled to be reimbursed from the Servicer only if the Servicer is terminated for cause (or by the Trust Fund if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans properly and effectively. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the servicing functions and providing the Trustee and successor servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to assume the Servicer's functions hereunder and the transfer to the Trustee or such successor servicer, as applicable, all amounts which shall at the time be or should have been deposited by the Servicer in the Certificate Account and any other account or fund maintained with respect to the Certificates or thereafter be received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Servicer to cooperate as required by the Servicing Agreement, (iii) the failure of the Servicer to deliver the Mortgage Loan data to the Trustee as required by the Servicing Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. (d) Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make Advances and the Trustee will assume the other duties of the Servicer as soon as practicable, but in no event later than 90 days after the Trustee becomes successor Servicer. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to 7-2 receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer acceptable to the Certificate Insurer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee and the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in accordance with a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer’s Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall (i) notify each Credit Enhancement Provider of the proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.0112.3 of the Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA or MasterCard credit card receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Credit Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shallshall be in excess of the Servicing Fee permitted to be paid to the Servicer pursuant to Section 3.2. The Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Transferor and, without limitation, the written consent of 100% Transferor is hereby authorized and empowered to execute and deliver, on behalf of the CertificateholdersSuccessor Servicer, exceed as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the Monthly Servicing Feepurposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such successor electronic form as the Transferor may reasonably request and shall take transfer all other records, correspondence and documents to the Transferor in the manner and at such action, consistent times as the Transferor shall reasonably request. To the extent that compliance with this AgreementSection 10.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, as the Transferor shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after the time the Servicer Depositor receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.0111.02, the Trustee shall be the successor in all respects respect to the Servicer Depositor in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer Depositor by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementhereof. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Depositor would have been entitled to hereunder if no such notice of termination had been given. Any such fees shall be in addition to amounts payable to the Monthly Servicing FeeTrustee hereunder as compensation for its acting as Trustee under this Agreement. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established institution having a net worth of not less than $ as the successor to the Servicer Depositor hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer Depositor hereunder. Pending appointment of a successor to the Servicer Depositor hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts amounts available for such purpose in the Collection Account as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeDepositor hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in accordance with a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer default which gave rise to a transfer of servicing, and the Trustee is legally unable to act as Successor Servicer, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall offer such Enhancement Provider the opportunity to bid on the Receivables. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.0112.03 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial 77 institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA or MasterCard credit card receivables as the Successor Servicer hereunder. The Trustee shall notify each Rating Agency upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Feeeach Enhancement. Notwithstanding the above, or anything in this Section 10.02 to the Trustee maycontrary, the Trustee, if it becomes Servicer pursuant to this Section, shall be unwilling so have no responsibility or obligation (i) to actrepurchase or substitute any Account or Receivable, (ii) for any representation or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities warranty of the Servicer hereunder, and (iii) for any act or omission of either a predecessor or successor Servicer other than the Trustee. Pending appointment The Trustee may conduct any activity required of it as Servicer hereunder through an Affiliate or through an agent. Neither the Trustee nor any other successor Servicer shall be deemed to be in default hereunder due to any act or omission of a successor predecessor Servicer, including but not limited to failure to timely deliver to the Servicer hereunderTrustee any Monthly Servicer's Certificate, unless any funds required to be deposited to the Trustee is prohibited Trust Fund, or any breach of its duty to cooperate with a transfer of servicing as required by law from so acting, the Trustee shall act in such capacity as hereinabove provided. Section 10.01. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shall, without the written consent shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.02. The Trustee Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its share of the compensation of the Successor Servicer. (d) All authority and such successor power granted to the Successor Servicer under this Agreement shall take such actionautomatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Transferor and, consistent with this Agreementwithout limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall be necessary transfer its electronic records relating to effectuate any the Receivables to the Transferor in such succession.electronic form as the Transferor may reasonably request and shall transfer all other records, correspondence and documents to the Transferor in the manner and at such times as the Transferor shall reasonably request. To the extent that compliance with this

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 8.01, the Trustee (or the resignation of the such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof thereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would be entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to this Agreement (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent ). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy to indemnify the Trustee, exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust) pursuant to Section 6.01(b).

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the -------- ------- Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, -------- ------- that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) If an Event of Default under the Sale and Servicing Agreement shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the Sale and Servicing Agreement the Trustee, by notice in writing to the Servicer may, and shall, if so directed by Certificateholders evidencing more than 50% of the aggregate Percentage Interests of each Class of Certificates, terminate all of the rights and obligations of the Servicer under the Sale and Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under the Sale and Servicing Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under the terms of the Sale and Servicing Agreement; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting 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, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. If any Event of Default shall occur, the Trustee shall promptly notify the Rating Agencies of the nature and extent of such Event of Default. The Trustee shall immediately give written notice to the Servicer upon such Servicer's failure to remit funds on the Deposit Date. (b) On and after the time the Servicer receives a notice of termination from the Trustee pursuant to Section 7.02 6.14(a) or the Trustee receives the resignation of the Servicer in accordance with Section 12.01evidenced by an Opinion of Counsel pursuant to the applicable provisions of the Sale and Servicing Agreement, the Trustee Trustee, unless another servicer shall have been appointed, shall be the successor in all respects to the Servicer in its capacity as servicer such under this the Sale and Servicing Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by under the terms Sale and provisions hereof and Servicing Agreement, including the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferobligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by the Sale and Servicing Agreement shall not be considered a default by the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) hereunder. In addition, the Trustee shall not be liable have no responsibility for any acts act or omissions omission of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer issuance of any notice of its obligations contained termination. In the Trustee's capacity as such successor, the Trustee shall have the same limitations on liability herein or in any related document or agreementgranted to the Servicer. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out payable to the Servicer under the Sale and Servicing Agreement, including the applicable portion of the Monthly Servicing Fee. . (c) Notwithstanding the above, the Trustee may, if it shall be unwilling to continue to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible any established housing and home finance institution servicer, servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000 and meeting such other standards for a successor Servicer as are set forth in the Sale and Servicing Agreement, as the successor to such Servicer under the Servicer hereunder Sale and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of a servicer, like the Servicer hereunderServicer. Pending appointment of Any entity designated by the Trustee as a successor Servicer may be an Affiliate of the Trustee; provided, however, that, unless such Affiliate meets the net worth requirements and other standards set forth herein for a successor servicer, the Trustee, in its individual capacity shall agree, at the time of such designation, to be and remain liable to the Servicer Trust Fund for such Affiliate's actions and omissions in performing its duties hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted to the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such successionsuccession and may make other arrangements with respect to the servicing to be conducted hereunder which are not inconsistent herewith. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the servicing functions and providing the Trustee and successor servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to assume the Servicer's functions hereunder and the transfer to the Trustee or such successor servicer, as applicable, all amounts which shall at the time be or should have been deposited by the Servicer in the Certificate Account and any other account or fund maintained with respect to the Certificates or thereafter be received with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Servicer to cooperate as required by the Sale and Servicing Agreement, (iii) the failure of the Servicer to deliver the Mortgage Loan data to the Trustee as required by the Sale and Servicing Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer.

Trustee to Act; Appointment of Successor. On and after (a) From the time either Servicer (and the Servicer Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the such Servicer in its capacity as servicer a Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as a successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant related Servicer to Section 3.05 and (ii) make Advances or Monthly Advances, as applicable. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as a successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the related Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as a successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the related Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts the related Mortgage Loans in an amount equal to the compensation which the related Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as a Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to either Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as a Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the related Servicer is so required pursuant to Section 3.14. (c) In connection with the termination or resignation of either Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as a successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer (or, if the Trustee is the predecessor Servicer, the related initial Servicer) shall file or cause to be filed any such Assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments, and fees and costs of filing any Assignments that may be required under this Section 7.02(c).

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee (not to exceed ninety (90) days from the date of delivery of such notice). The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), with the consent of any Enhancement Provider (which consent shall not be unreasonably withheld), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee, the Transferor and any Enhancement Provider (which consent shall not 62 be unreasonably withheld). The Transferor shall have the right to nominate to the Trustee the name of a potential successor servicer which nominee shall be selected by the Trustee as the Successor Servicer, subject to the consent of any Enhancement Provider. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall offer the Transferor the right to accept reassignment of all the Receivables; provided, however, that no such reassignment shall occur unless the Transferor shall deliver to the Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to the Trustee that such reassignment would not constitute a fraudulent conveyance by the Transferor. The reassignment deposit amount for such a reassignment shall be equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in any principal funding account), plus accrued interest thereon, at the applicable Certificate Rate (through the end of the Collection Period for the subsequent Distribution Date of reassignment). Unless the Transferor has accepted reassignment of all of the Receivables, in the event that a Successor Servicer in accordance with Section 12.01has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee (as trustee hereunder) without further action shall automatically be appointed the Successor Servicer and shall be entitled to the Monthly Servicing Fee. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of wholesale dealer receivables as the Successor Servicer hereunder. Notwithstanding anything to the contrary in this Agreement, the entire amount of the reassignment deposit amount shall be distributed to the Investor Certificateholders of the related Series on the subsequent Distribution Date for such Series pursuant to Section 12.3. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferdeemed to refer to the Successor Servicer; provided, however, that that, the outgoing Servicer shall not be relieved of any liability hereunder for its actions prior to the transfer of servicing hereunder; and provided further, that, (i) the outgoing Servicer shall not indemnify the Trust or the Trustee will not assume any obligations of the Company pursuant to under Section 3.05 8.4 for acts, omissions or alleged acts or omissions by a Successor Servicer and (ii) the Trustee outgoing Servicer shall not be liable pay or reimburse the Trustee pursuant to Section 11.5 for any acts expense, disbursement or omissions advance of the Servicer occurring prior Trustee related to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out arising as a result of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, negligence or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part bad faith of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. Successor Servicer. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shall, without the written consent shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.2. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such successor electronic form as the Transferor may reasonably request and shall take transfer all other records, correspondence and documents to the Transferor in the manner and at such action, consistent times as the Transferor shall reasonably request. To the extent that compliance with this AgreementSection 10.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, as the Transferor shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after 112 (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). In the event of a Servicer Event of Termination, notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when notification of such event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. 113 (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the -------- ------- Company pursuant to Section 3.05 3.05, and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation -------- ------- shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.018.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including without limitation, the obligation to make Monthly Advances and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementpay Compensating Interest. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the aboveforegoing, unless the Certificate Insurer previously shall have appointed a successor servicer, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, promptly appoint, or petition a court of competent jurisdiction to appointappoint (or the Certificate Insurer may, without regard to the willingness or inability of the Trustee to so act, appoint as an Eligible Servicer alternative successor servicer in place of the Trustee) any established housing and home finance institution or any institution that regularly services home equity loans that is then servicing a home equity loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer shall be acceptable to the Certificate Insurer, which acceptance shall not be unreasonably withheld and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the rating assigned to any subclass of Class A Certificates by any Rating Agency. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including without limitation, any amount for a deductible amount pursuant to the last sentence of Section 3.04), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Seller of any of its representations or warranties contained herein or in any related document or agreement. Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section.

Trustee to Act; Appointment of Successor. On and after 136 (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. 137 (c) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer (or, if the Trustee is the predecessor Servicer, the initial Servicer) shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial Servicer) shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 7.02(c).

Trustee to Act; Appointment of Successor. On and after From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of Trustee (or such other successor Servicer as is acceptable to the Servicer Certificate Insurer and is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach information and/or documents that it cannot obtain through reasonable efforts. It is understood and acknowledged by the Servicer parties hereto that there will be a period of any transition (not to exceed 90 days) before the transition of its servicing obligations contained herein or in any related document or agreementis fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appointthe Certificate Insurer shall appoint a successor Servicer, and if the Certificate Insurer does not, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the Certificate Insurer and the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the Certificate Insurer and the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates (without giving effect to the Policy) by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee, exceed the Monthly Servicing FeeCertificate Insurer or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (a) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Certificate Insurer, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee (not to exceed 90 days from the date of delivery of such notice). The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the "Successor Servicer"), with the consent of any Enhancement Provider, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee, the Transferors and any Enhancement Provider. The Transferors shall have the right to nominate to the Trustee the name of a potential successor servicer which nominee shall be selected by the Trustee as the Successor Servicer, subject to the consent of any Enhancement Provider. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall offer the Transferors the right to accept reassignment of all the Receivables; provided, however, that no such reassignment shall occur unless the Transferors shall deliver to the Trustee and the Rating Agencies an Opinion of Counsel reasonably acceptable to the Trustee that such reassignment would not constitute a fraudulent conveyance by the Transferor. The reassignment deposit amount for such a reassignment shall be equal to the Aggregate Invested Amount (less the aggregate principal amount on deposit in any principal funding account), plus (i) accrued interest thereon, at the applicable Certificate Rate (through the end of the Due Period for the subsequent Distribution Date of reassignment), and (ii) any unpaid amounts payable to any Enhancement Provider under the applicable Enhancement agreement. In the event that a Successor Servicer in accordance with Section 12.01has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee (as trustee hereunder) without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the Successor Servicer hereunder. Notwithstanding anything to the contrary in this Agreement, the entire amount of the reassignment deposit amount shall be distributed to the Investor Certificateholders of the related Series on the subsequent Distribution Date for such Series pursuant to Section 12.03 (except for the applicable Repayment Amount and other amounts payable to any Enhancement Provider under the applicable Enhancement agreement, which amounts shall be distributed to such Enhancement Provider.) (b) Upon its appointment., the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferdeemed to refer to the Successor Servicer; provided, however, that that, the outgoing Servicer shall not be relieved of any liability hereunder for its actions prior to the transfer of servicing hereunder; and provided further, that, (i) the Trustee will outgoing Servicer shall not assume any obligations of indemnify the Company pursuant to Section 3.05 and (ii) Trust or the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.under Section

Trustee to Act; Appointment of Successor. On and after ---------------------------------------- the time the Servicer receives a notice of termination pursuant to Section 7.02 7.02, the Backup Servicer (if appointed by the Trustee) or the resignation of the Servicer in accordance with Section 12.01Trustee or its designee, the Trustee as appropriate, shall be the successor in all respects to the terminated Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the terminated Servicer by the terms and provisions hereof hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that that (i) neither the Trustee will not Backup Servicer, the Trustee, nor any successor servicer shall assume any obligations of the Company Originator pursuant to Section 3.05 and 3.06, and (ii) neither the Trustee Backup Servicer, the Trustee, nor any successor servicer shall not be liable for any acts or omissions of the terminated Servicer occurring prior to such Service Transfer or for any breach by the terminated Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer or the Trustee or its designee, as appropriate, shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it and the Backup Servicer shall be unwilling so to act, or shall, if it is and the Backup Servicer are legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee, and in the case of the Backup Servicer, be less than the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time the receipt by any Master Servicer receives for any Series of a notice of termination Termination Notice pursuant to Section 7.02 10.01 or upon a resignation by any such Master Servicer pursuant to Section 8.05, such Master Servicer shall continue to perform all servicing functions under this Agreement and the applicable Supplement, until (i) in the case of any such receipt, the date specified in such Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Trustee, until a date mutually agreed upon by such Master Servicer and the Trustee, and (ii) in the case of any such resignation, until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of such Master Servicer pursuant to this Section. The Trustee shall as promptly as possible after the giving of a Termination Notice or such a resignation appoint an Eligible Master Servicer (which, unless the Back-up Servicer has given notice to the Trustee that it shall be unable to perform such services or the resignation Back-up Servicing Agreement shall have previously been terminated, shall be the Back-up Servicer) as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee (which such notice, in the case of the Back-up Servicer, shall be given by the Back-up Servicer within two Business Days after any such notice of appointment as required pursuant to the Back-up Servicing Agreement). In the event that a Successor Servicer has not been appointed or has not accepted its appointment by the earlier of 60 days after the date of such Termination Notice or at the time when such terminated or resigning Master Servicer ceases to act as a Master Servicer hereunder, the Trustee without further action shall automatically be appointed the Successor Servicer with respect to those Series for which such terminated or resigning Master Servicer acted in such capacity. Subsequent to such appointment, the Trustee may cease to act as the Master Servicer with respect to such Series provided that another Successor Servicer is appointed therefor in accordance with Section 12.01and subject to the terms of this Agreement. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act as Successor Servicer, petition a court of competent jurisdiction to appoint any established institution that is an Eligible Master Servicer (other than the Trustee) as the Successor Servicer hereunder with respect to such Series. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the terminated or resigning Master Servicer in its capacity as servicer with respect to servicing functions for those Series formerly serviced by such terminated or resigning Master Servicer under this Agreement and the transactions set forth or provided for herein each related Supplement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and thereof accruing from and after the effective date of such appointment. Form and after such appointment, all references in this Agreement and any such related Supplement to the Master Servicer or the Applicable Master Servicer for such Series shall be relieved of deemed to refer to such responsibilitiesSuccessor Servicer. (c) In connection with any Termination Notice, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will review any bids which it obtains from Eligible Master Servicers and shall be permitted to appoint any Eligible Master Servicer submitting such a bid as a Successor Servicer (other than the Back-up Servicer) for servicing compensation not assume any obligations in excess of the Company pursuant to Section 3.05 applicable Master Servicing Fee for such affected Series; it being understood and (ii) agreed that the Trustee shall not be liable for any acts or omissions appointment of the Back-up Servicer occurring prior as Successor Servicer with respect to such Service Transfer or for any breach by Series is not subject to the condition set forth in this clause (c) and that the Back-up Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it such fee for such services as shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder set forth in the assumption of all or any part of Back-up Servicing Agreement; and it being further understood and agreed that if no Successor Servicer (other than the responsibilitiesBack-up Servicer) will perform such services for an amount less than the applicable Master Servicing Fee for such Series, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, then the Trustee shall act be permitted to appoint an Eligible Master Servicer reasonably acceptable to the Trustee and the Seller submitting the lowest bid as among all such acceptable Eligible Master Servicers. (d) All authority and power granted to the Successor Servicer under this Agreement with respect to any Series shall automatically terminate upon the earliest of (x) termination of the Trust pursuant to Section 12.01(a) and (y) the payment in full in cash of all amounts owing to any Persons (other than the Affiliated Entities) hereunder and the related Supplement, and shall pass to and be vested in the Seller (or its designee) (subject to the proviso to Section 12.01(a)) and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Seller (or its designee) in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to such Series Receivables to the Seller (or its designee) in such capacity electronic form as hereinabove provided. In connection with the Seller (or its designee) may reasonably request and shall transfer all other records, correspondence and documents to the Seller (or its designee) in the manner and at such appointment and assumption, times as the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor Seller (or its designee) shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionreasonably request.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in accordance with Section 12.01the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee and the Transferor. The Transferor shall have the right to nominate to the Trustee the name of a potential successor servicer which nominee shall be selected by the Trustee as the Successor Servicer. The Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer, the Trustee has not appointed the Transferor’s nominee and the Servicer delivers to the Trustee an Officer’s Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Trustee shall notify each Enhancement Provider of the proposed sale of the Receivables and shall provide each such Enhancement Provider an opportunity to bid on the Receivables. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee (as trustee hereunder) without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of charge card or revolving credit receivables as the Successor Servicer hereunder. Notwithstanding anything to the contrary in this Agreement, the entire amount of the reassignment deposit amount shall be distributed to the Investor Certificateholders of the related Series on the subsequent Distribution Date for such Series pursuant to Section 12.3 (except for amounts payable to any Enhancement Provider under the applicable Enhancement Agreement, which amounts shall be distributed to such Enhancement Provider.) (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferdeemed to refer to the Successor Servicer; provided, however, that the outgoing Servicer shall not be relieved of any liability hereunder for its actions prior to the transfer of servicing hereunder; and, provided further, that (i) the outgoing Servicer shall not indemnify the Trust or the Trustee will not assume any obligations of the Company pursuant to under Section 3.05 8.4 for acts, omissions or alleged acts or omissions by a Successor Servicer and (ii) the Trustee outgoing Servicer shall not be liable pay or reimburse the Trustee pursuant to Section 11.5 for any acts expense, disbursement or omissions advance of the Servicer occurring prior Trustee related to such Service Transfer or for any breach arising as a result of the negligence or bad faith of the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or applicable Enhancement agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.02, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company CITSF pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer CITSF of any of its obligations representations and warranties contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.02 and in this Section 7.03, be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.hereinabove

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 or the resignation of 10.01 hereof, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee, without further action, shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 12.013.01 and Section 8.07 hereof. Notwithstanding the above, the Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution satisfying the definition of Eligible Servicer as the Successor Servicer hereunder. The Trustee shall immediately give notice to the Rating Agencies, any Enhancement Providers, the Depositor and the Certificateholders upon the appointment of a Successor Servicer. No party serving as Trustee hereunder shall be obligated to serve as Successor Servicer after such party ceases to serve as Trustee hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and all references in this Agreement to the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferdeemed to refer to the Successor Servicer; provided, however, that (i) the Trustee will Successor Servicer shall not assume be deemed to have assumed any liability for any duties, responsibilities or obligations of the Company pursuant to Section 3.05 and any predecessor Servicer, (ii) Section 3.03(c) and (d) hereof shall not apply to any Successor Servicer, and (iii) the Trustee Successor Servicer shall not be liable for required to advance funds hereunder or under any acts or omissions Supplement. Any Successor Servicer, by its acceptance of the Servicer occurring prior its appointment, will automatically agree to such Service Transfer or for any breach be bound by the Servicer terms and provisions of any of its obligations contained herein or in Enhancement Agreement. (c) In connection with any related document or agreement. As compensation thereforTermination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be entitled permitted to receive reasonable appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation out not in excess of the Monthly Servicing Fee. Notwithstanding Fee (provided that if all such bids exceed the aboveServicing Fee the Depositor, at its own expense, shall pay when due the amount of any compensation in excess of the Servicing Fee provided such excess fee shall have been determined by the Trustee may, if it shall in good faith to be unwilling so necessary in order to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as appoint the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agreeSuccessor Servicer); provided, however, that the Depositor shall be responsible for payment of the Depositor's portion of the Servicing Fee as determined pursuant to this Agreement and all other amounts in excess of the aggregate of the Monthly Servicing Fees specified in the Supplements and that no such monthly compensation shall, without the written consent paid out of 100% Collections shall be in excess of the Certificateholders, exceed such aggregate of the Monthly Servicing FeeFees. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 hereof, and shall pass to and be vested in the Depositor and, without limitation, the Depositor is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Depositor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Depositor in such successor electronic form as the Depositor may reasonably request and shall take transfer all other records, correspondence and documents to the Depositor in the manner and at such action, consistent times as the Depositor shall reasonably request. To the extent that compliance with this AgreementSection 10.02 shall require the Successor Servicer to disclose to the Depositor information of any kind which the Successor Servicer deems to be confidential, as the Depositor shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such succession.protect its interests. ARTICLE XI THE TRUSTEE SECTION

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives (a) No appointment of a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and or the transactions set forth or provided for herein and Special Servicer hereunder shall be subject to effective until the assumption by such successor of all the Servicer’s or Special Servicer’s responsibilities, duties and liabilities relating thereto placed on hereunder. (b) Notwithstanding anything herein to the Servicer by contrary but subject to the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations rights of the Company Directing Holder pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above6.03(f), the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Noteholders entitled to acta Majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer, appoint, or petition promptly appoint a court of competent jurisdiction to appoint, an Eligible Qualified Servicer as the successor to the Servicer hereunder in or Special Servicer, as the assumption case may be, of all or any part of the responsibilities, duties or and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee is shall be prohibited by law from so actingacting or is unable to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Commercial Real Estate Loans or otherwise as it and such successor shall agree; provided, however, the Trustee is hereby authorized to make arrangements for payment of increased compensation (including in the event that no such monthly compensation shall, without the written consent of 100% Trustee or an affiliate of the Certificateholders, exceed Trustee is the Monthly Servicing Fee. The Trustee successor Servicer or Special Servicer) at whatever market rate is reasonably necessary to identify and such retain an acceptable successor shall take such action, consistent with this AgreementServicer or Special Servicer, as the case may be. Any such increased compensation shall be necessary to effectuate any such successionan expense of the Issuer.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the -------- ------- Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly -------- ------- compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time date on which the Servicer receives a notice of termination pursuant to Section 7.02 7.01 or the resignation of the Servicer in accordance with resigns pursuant to Section 12.016.04, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and shall have all the transactions set forth or provided for herein rights and shall powers and be subject to all the responsibilities, duties and liabilities relating thereto arising on or after such date of termination or resignation placed on the Servicer by the terms and provisions hereof and thereof, and shall have the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfersame limitations on liability herein granted to the Servicer; provided, however, that (i) the Trustee will shall not assume under any obligations circumstances be responsible for any representations and warranties or any repurchase obligation of the Company pursuant or any liability incurred by the Servicer prior to Section 3.05 such date of termination or resignation and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach make a Monthly P&I Advance if it is prohibited by the Servicer of any of its obligations contained herein or in any related document or agreementlaw from so doing. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out of to which the Monthly Servicing FeeServicer would have been entitled if the Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so to act, or shall, shall if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution having a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunderany such appointment, unless the Trustee is prohibited by law from so acting, the Trustee shall obligated to act in such capacity as hereinabove providedcapacity. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without together with the written consent compensation to the Trustee, be in excess of 100% of that permitted the Certificateholders, exceed the Monthly Servicing FeeServicer hereunder. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) In connection with any termination or resignation of the Servicer hereunder, in the event that any of the Mortgage Loans are MERS Loans, either (i) the successor Servicer (including the Trustee if the Trustee is acting as successor Servicer) shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Loans, in which case the predecessor Servicer shall cooperate with the successor Servicer in registering the transfer of servicing of the MERS Loans to the successor Servicer on the MERS® System in accordance with MERS’ rules and procedures, or (ii) if the successor Servicer is not a member of MERS, the predecessor Servicer shall cooperate with the successor Servicer in (A) de-registering the MERS Loans from the MERS® System and (B) causing MERS to execute and deliver an assignment from MERS to the Trust of the Mortgage securing each MERS Loan in recordable form and in the form otherwise provided under clause (X)(iii) of the definition of “Mortgage File” herein and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect such de-registration and assignment. The predecessor Servicer shall bear any and all fees of MERS and all fees and costs of preparing and recording any assignments of Mortgages as required under this Section 7.02(b).

Trustee to Act; Appointment of Successor. On and after the time the Servicer CMSI receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.01, the Trustee shall be the successor in all respects to the Servicer CMSI in its capacity as servicer and master servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, limitations on liabilities and liabilities relating thereto placed on the Servicer CMSI by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall shall, except as provided in Section 7.01, be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCertificate Account or otherwise) as CMSI would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing finance institution having a net worth of not less than $5,000,000 and approved as seller/servicer by GNMA, FNMA or FHLMC as the successor to the Servicer CMSI hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of CMSI hereunder. The Trustee or successor to CMSI appointed hereunder shall not, however, be required to advance funds held in the Servicer hereunderCertificate Account or elsewhere, or to repurchase Mortgage Loans. Pending appointment of a successor to the Servicer CMSI hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing Feethat permitted CMSI hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any successor to CMSI as servicer and master servicer shall during the term of its service as servicer and Master Servicer maintain in force the policy or policies which CMSI is required to maintain pursuant to Section 6.07.

Trustee to Act; Appointment of Successor. On and after Upon the time the Servicer receives a Servicer's receipt of notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, 19.1 the Trustee shall shall, and upon the Servicer's resignation pursuant to Section 18.5 the Trustee may, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and Agreement, and, in such case, shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementAgreement. As compensation therefor, the Trustee shall be entitled to receive reasonable such compensation (whether payable out of the Monthly Servicing FeeCertificate Account or otherwise) as the Servicer would have been entitled to under the Agreement if no such notice of termination or resignation had been given. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible any established financial institution, having a net worth of not less than $100,000,000 as of the last day of the most recent fiscal quarter for such institution and whose regular business shall include the servicing of automobile receivables, as successor Servicer as under the successor Agreement; provided, that the appointment of any such succes sor Servicer will not result in the withdrawal or reduction of the outstanding ratings assigned to the Servicer hereunder in Certificates by the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove providedRating Agencies. In connection with such appointment and assumptionappointment, the Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Contracts Receivables as it and such successor Servicer shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of Servicer under the Certificateholders, exceed the Monthly Servicing FeeAgreement. The Trustee and such successor Servicer shall take such action, consistent with this the Agreement, as shall be necessary to effectuate any such succession. Unless the Trustee shall be prohibited by law from so acting, the Trustee shall not be relieved of its duties as successor Servicer under this Section 19.2 until the newly appointed successor Servicer shall have assumed the re sponsibilities and obligations of the Servicer under the Agreement.

Trustee to Act; Appointment of Successor. (a) On and after the time the occurrence of a Servicer receives a notice of termination Default pursuant to Section 7.02 10.1 or the a resignation of the Servicer in accordance with pursuant to Section 12.018.5, the Servicer shall continue to perform all servicing functions under this Agreement until the date of the appointment of a Successor Servicer hereunder. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Servicer Termination Notice appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. Purchaser Representatives for each Receivables Purchase Series and each Enhancement Provider, if any, must consent in writing to any Successor Servicer. The Trustee may obtain bids from any potential successor servicer. Any Successor Servicer shall not be an Affiliate of any Purchaser Representative so long as any Certificate Series is outstanding. If (i) the Trustee is unable to obtain any bids from any potential successor servicer, or if no such bid is acceptable to Purchaser Representatives representing each Receivable Purchase Series, and (ii) the Servicer (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation thereforeach Supplement, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. Receivables Purchase Agreement and Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, -83- 90 that no such monthly compensation shall, without the written consent shall be in excess of 100% of the Certificateholders, exceed the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.2. The Trustee Holder of the Exchangeable Seller Certificate agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Seller and, without limitation, the Seller is hereby authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such successor transfer of servicing rights. The Successor Servicer agrees to cooperate with the Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall take transfer its electronic records relating to the Receivables to the Seller in such actionelectronic form as the Seller may reasonably request and shall transfer all other records, consistent correspondence and documents to the Seller in the manner and at such times as the Seller shall reasonably request. To the extent that compliance with this AgreementSection 10.2 shall require the Successor Servicer to disclose to the Seller information of any kind which the Successor Servicer deems to be confidential, as the Seller shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor 118 Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives (a) No appointment of a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and or the transactions set forth or provided for herein and Special Servicer hereunder shall be subject to effective until the assumption by such successor of all the Servicer’s or Special Servicer’s responsibilities, duties and liabilities relating thereto placed on hereunder. (b) Notwithstanding anything herein to the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the abovecontrary, the Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if the Noteholders entitled to acta majority of the voting rights so request in writing to the Trustee or if the Trustee is not a Qualified Servicer, appoint, or petition promptly appoint a court of competent jurisdiction to appoint, an Eligible Qualified Servicer as the successor to the Servicer hereunder in or Special Servicer, as the assumption case may be, of all or any part of the responsibilities, duties or and liabilities of the Servicer or the Special Servicer, as the case may be, hereunder. Pending appointment of a successor to the Servicer or the Special Servicer, as the case may be, hereunder, unless the Trustee is shall be prohibited by law from so actingacting or is unable to act, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, the Trustee is hereby authorized to make arrangements for payment of increased compensation (including in the event that no such monthly compensation shall, without the written consent of 100% Trustee or an affiliate of the Certificateholders, exceed Trustee is the Monthly Servicing Fee. The Trustee successor Servicer or Special Servicer) at whatever market rate is reasonably necessary to identify and such retain an acceptable successor shall take such action, consistent with this AgreementServicer or Special Servicer, as the case may be. Any such increased compensation shall be necessary to effectuate any such successionan expense of the Issuer.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.01, the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company Originator pursuant to Section 3.05 3.06 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee and the Additional Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the sum of the Monthly Servicing Fee plus the Additional Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or as otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency and the Transferor of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. If such Successor Servicer is unable to accept such appointment, the Trustee may obtain bids from any potential successor servicer. If the Trustee is unable to obtain any bids from any potential successor servicer and the Servicer delivers an Officer’s Certificate of the Servicer to the effect that it cannot in good faith cure the Servicer Default which gave rise to a Termination Notice, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee, except in the case of a Servicer Default set forth in subsection 10.1(d), shall offer the Transferor the right to accept reassignment of all of the Receivables for an amount equal to the Aggregate Invested Amount on the date of such purchase plus all interest accrued but unpaid on all of the outstanding Investor Securities at the applicable Security Rate through the date of such purchase; provided, however, that no such purchase by the Transferor shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such purchase would not constitute a fraudulent conveyance of the Transferor. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Securityholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer (but shall have continued authority to appoint another Person as Successor Servicer). The Trustee may delegate any of its servicing obligations to an affiliate or agent of the Trustee in accordance with Section 12.01Article III hereof. Any such delegations shall not relieve the Trustee of its liability and responsibility with respect to such duties. Notwithstanding the above, the Trustee shall, if it is legally unable to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables similar to the Receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shallshall be in excess of the Servicing Fee permitted to the Servicer pursuant to Section 3.2. The Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its ratable share of the compensation of the Successor Servicer. (d) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Transferor and, without limitation, the written consent of 100% Transferor is hereby authorized and empowered to execute and deliver, on behalf of the CertificateholdersServicer, exceed as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the Monthly Servicing Feepurposes of such transfer of servicing rights. The Trustee Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such successor electronic form as the Transferor may reasonably request and shall take transfer all other records, correspondence and documents to the Transferor in the manner and at such action, consistent times as the Transferor shall reasonably request. To the extent that compliance with this AgreementSection 10.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, as the Transferor shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and the Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice, appoint a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in accordance with a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer’s Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall (i) notify each Credit Enhancement Provider of the proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited into the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.0112.3 of this Agreement. In the event that a Successor Servicer has not been appointed and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA® or MasterCard® credit card receivables as the Successor Servicer hereunder. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, and all references in this Agreement to the Servicer shall be relieved deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of such responsibilitiesits appointment, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant automatically agree to Section 3.05 and (ii) the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior to such Service Transfer or for any breach bound by the Servicer terms and provisions of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. each Credit Enhancement. (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on Contracts Collections, as it and such successor Successor Servicer shall agree; provided, however, that no such monthly compensation shallshall be in excess of the Servicing Fee permitted to be paid to the Servicer pursuant to Section 3.2. The Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive pursuant to Article IV to pay its share of the compensation of the Successor Servicer. (d) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Transferor and, without limitation, the written consent of 100% Transferor is hereby authorized and empowered to execute and deliver, on behalf of the CertificateholdersSuccessor Servicer, exceed as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the Monthly Servicing Feepurposes of such transfer of servicing rights. The Trustee Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such successor electronic form as the Transferor may reasonably request and shall take transfer all other records, correspondence and documents to the Transferor in the manner and at such action, consistent times as the Transferor shall reasonably request. To the extent that compliance with this AgreementSection 10.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, as the Transferor shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to effectuate any such successionprotect its interests.

Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02 7.02, the Backup Servicer (if appointed by the Trustee) or the resignation of the Servicer in accordance with Section 12.01Trustee or its designee, the Trustee as appropriate, shall be the successor in all respects to the terminated Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the terminated Servicer by the terms and provisions hereof hereof, and the terminated Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that that (i) neither the Trustee will not Backup Servicer, the Trustee, nor any successor servicer shall assume any obligations of the Company Originator pursuant to Section 3.05 and 3.06, and (ii) neither the Trustee Backup Servicer, the Trustee, nor any successor servicer shall not be liable for any acts or omissions of the terminated Servicer occurring prior to such Service Transfer or for any breach by the terminated Servicer of any of its obligations contained herein or in any related document or agreement. As compensation therefor, the Backup Servicer or the Trustee or its designee, as appropriate, shall be entitled to receive reasonable compensation out of the Monthly Servicing Fee. Notwithstanding the above, the Trustee may, if it and the Backup Servicer shall be unwilling so to act, or shall, if it is and the Backup Servicer are legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee, and in the case of the Backup Servicer, be less than the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after (a) Within 90 days of the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.02 7.01 or 6.04, the resignation of the Trustee (or such other successor Servicer as is approved in accordance with Section 12.01, the Trustee this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions 124 set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the Servicer shall be relieved foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant Servicer to Section 3.05 and (ii) make advances. Notwithstanding the Trustee foregoing, the Trustee, in its capacity as successor Servicer, shall not be liable responsible for any acts or omissions the lack of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementinformation and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to receive reasonable such compensation out as the Servicer would have been entitled to hereunder if no such notice of the Monthly Servicing Feetermination had been given. Notwithstanding the above, (i) if the Trustee may, is unwilling to act as successor Servicer or (ii) if it shall be unwilling so to act, or shall, if it the Trustee is legally unable so to act, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Contracts Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as it the Trustee and such successor shall agree; provided, however, that no such monthly compensation shall, without not to exceed the written consent Servicing Fee). The appointment of 100% a successor Servicer shall not affect any liability of the Certificateholderspredecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), exceed nor shall any successor Servicer be liable for any acts or omissions of the Monthly Servicing Feepredecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).

Trustee to Act; Appointment of Successor. On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.02 or the resignation of the Servicer in accordance with Section 12.017.01 hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, (except that (i) if the Trustee will not assume any obligations of is acting as successor to the Company pursuant Master Servicer and is prohibited by law from obligating itself to Section 3.05 and (ii) make advances regarding delinquent Mortgage Loans, then the Trustee shall not be liable for any acts or omissions of the Servicer occurring prior obligated to such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any related document or agreementmake advances pursuant to Section 3.01 and Article IV hereof). As compensation therefor, the Trustee shall be entitled to receive reasonable compensation out of all funds relating to the Monthly Servicing FeeMortgage Loans that the Master Servicer would have been entitled to charge to the Certificate Account if the Master Servicer had continued to act hereunder. Notwithstanding the aboveforegoing, if the Trustee has become the successor to the Master Servicer in accordance with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so to act, or shall, ,if it is legally unable to so act (exclusive of the obligations with respect to actadvances set forth in Article IV hereof), appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established mortgage loan servicing institution having a net worth of not less than that required by the Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Mortgage Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeMaster Servicer hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer as servicer shall during term of its service as servicer maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 6.05.

Trustee to Act; Appointment of Successor. (a) If an Event of Default shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Default shall not have been remedied within any period of time prescribed by the Servicing Agreement, the Trustee, by notice in writing to the Servicer (with a copy to the Holders of the Class A1 Certificates) may, and shall, if so directed by Certificateholders evidencing more than 50% of the Aggregate Voting Interests, terminate all of the rights and obligations of the Servicer under the Servicing Agreement and in and to the Assistance Loans and the proceeds thereof. Notwithstanding the foregoing, a majority (by principal balance of the Class A1 Certificates) of the Holders of the Class A1 Certificates may unilaterally direct the Trustee to terminate the rights and obligations of the Servicer under the Servicing Agreement pursuant to this Section 6.14, so long as the Class A1 Certificates are outstanding. Within 90 days following the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under the Servicing Agreement, whether with respect to the Assistance Loans or otherwise, shall pass to and be vested in the Trustee, unless another servicer shall have been appointed, pursuant to and under the terms of the Servicing Agreement; and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting 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, whether to complete the transfer and endorsement or assignment of the Assistance Loans and related documents or otherwise. If any Event of Default shall occur, the Trustee, upon a Responsible Officer becoming aware of the occurrence thereof, shall promptly notify the Rating Agencies and the Holders of the Class A1 Certificates of the nature and extent of such Event of Default. The Trustee shall immediately give written notice to the Servicer upon such Servicer's failure to remit funds on the Remittance Date. The Holders of the Class A1 Certificates may give notices to the Servicer (with a copy to the Trustee) upon the occurrence of an Event of Default. (b) On and after the time the Servicer (with a copy to the Holders of the Class A1 Certificates) receives a notice of termination from the Trustee pursuant to Section 7.02 6.14(a) or the Trustee receives the resignation of the Servicer in accordance with Section 12.01evidenced by an Opinion of Counsel pursuant to the applicable provisions of the Servicing Agreement, the Trustee Trustee, unless another servicer shall have been appointed, shall be the successor in all respects to the Servicer in its capacity as servicer such under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by under the terms and provisions hereof and Servicing Agreement, including the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferobligation to make Advances; provided, however, that (i) any failure to perform such duties or responsibilities caused by the Servicer's failure to provide information required by the Servicing Agreement shall not be considered a default by the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) hereunder. In addition, the Trustee shall not be liable have no responsibility for any acts act or omissions omission of the Servicer occurring prior to such Service Transfer or for any breach by the Servicer issuance of any notice of its obligations contained termination. In the Trustee's capacity as such successor, the Trustee shall have the same limitations on liability herein or in any related document or agreementgranted to the Servicer. As compensation therefor, the Trustee shall be entitled to receive reasonable all compensation out payable to the Servicer under the Servicing Agreement, including the applicable portion of the Monthly Servicing Fee. . (c) Notwithstanding the above, the Trustee may, if it shall be unwilling to continue to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000 and meeting such other standards for a successor servicer as are set forth in the Servicing Agreement, as the successor to the such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of a servicer, like the Servicer hereunderServicer. Pending appointment The majority of the Holders of the Class A1 Certificates (so long as the Class A1 Certificates are outstanding) may direct the Trustee to retain a successor to the Servicer; provided that such successor Servicer hereundermust be acceptable to the Trustee. Any entity designated by the Trustee as a successor servicer may be an Affiliate of the Trustee; provided, however, that, unless such Affiliate meets the Trustee is prohibited by law from so actingnet worth requirements and other standards set forth herein for a successor servicer, the Trustee Trustee, in its individual capacity shall act agree, at the time of such designation, to be and remain liable to the Trust Fund for such Affiliate's actions and omissions in such capacity as hereinabove providedperforming its duties hereunder. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts Assistance Loans as it and such successor shall agree; provided, however, that no such monthly compensation shall, without shall be in excess of that permitted to the written consent of 100% of the Certificateholders, exceed the Monthly Servicing FeeServicer. The Trustee and such successor shall take such actionactions, consistent with this Agreement, as shall be necessary to effectuate any such successionsuccession and may make other arrangements with respect to the servicing to be conducted hereunder which are not inconsistent herewith. The Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust Fund if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Assistance Loans properly and effectively. The Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Servicer's responsibilities and rights hereunder including, without limitation, notifying Borrowers of the assignment of the servicing functions and providing the Trustee and successor servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to assume the Servicer's functions hereunder and the transfer to the Trustee or such successor servicer, as applicable, all amounts which shall at the time be or should have been deposited by the Servicer in the Certificate Account and any other account or fund maintained with respect to the Certificates or thereafter be received with respect to the Assistance Loans. Neither the Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Servicer to cooperate as required by the Servicing Agreement, (iii) the failure of the Servicer to deliver the Assistance Loan data to the Trustee as required by the Servicing Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. (d) Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make Advances and the Trustee will assume the other duties of the Servicer as soon as practicable, but in no event later than 90 days after the Trustee becomes successor Servicer. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts.

Trustee to Act; Appointment of Successor. (a) On and after the time receipt by the Servicer receives of a notice of termination Termination Notice pursuant to Section 7.02 10.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the resignation Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee, until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor Servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in accordance with Section 12.01a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer's Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transfer; provided, however, that (i) the Trustee will not assume any obligations notify each Credit Enhancement Provider of the Company pursuant proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an opportunity to Section 3.05 bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Trustee shall not be liable for any acts or omissions Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer occurring prior to such Service Transfer or for any breach by has not been appointed and has not accepted its appointment at the time when the Servicer of any of its obligations contained herein or in any related document or agreement. As compensation thereforceases to act as Servicer, the Trustee without further action shall automatically be entitled to receive reasonable compensation out of appointed the Monthly Servicing FeeSuccessor Servicer. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appointappoint any established financial institution having, in the case of an Eligible Servicer entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA or MasterCard credit card receivables as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Successor Servicer hereunder. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Contracts as it and such successor shall agree; provided, however, that no such monthly compensation shall, without the written consent of 100% of the Certificateholders, exceed the Monthly Servicing Fee. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

Trustee to Act; Appointment of Successor. On and after the time date the Servicer receives a notice of termination pursuant to Section 7.02 12.1, or the Trustee receives the resignation of the Servicer in accordance with evidenced by an Opinion of Counsel or accompanied by the consents required by Section 12.0110.4, or the Servicer is removed as Servicer pursuant to this Article XII, then, subject to Section 5.7, the Trustee shall be the successor Servicer unless the Certificate Insurer or the Trustee (with the consent of the Certificate Insurer) shall appoint a successor Servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising after such Service Transferhereof; provided, however, that (i) the Trustee will not assume any obligations of the Company pursuant to Section 3.05 and (ii) the Trustee successor Servicer shall not be liable for any acts or omissions actions of any servicer prior to it; provided further, however, that if a successor servicer cannot be retained in a timely manner, the Trustee shall act as successor Servicer. In the event the Trustee assumes the responsibilities of the Servicer occurring pursuant to this Section 12.2, the Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The Trustee, as successor servicer, and any other successor servicer shall be obligated to pay Compensating Interest, and to make advances unless, but only to the extent the Trustee or the other successor Servicer, as applicable, determines reasonably and in good faith that such advances would be recoverable, any determination to the contrary to be evidenced by a certification of a Responsible Officer of the Trustee or the other successor Servicer, as applicable, delivered to the Certificate Insurer. In the case that the Trustee serves as successor servicer, the Trustee in such capacity shall not be liable for any servicing of the Mortgage Loans prior to such Service Transfer or for any breach by the its date of appointment. The successor Servicer of any of its obligations contained herein or in any related document or agreementshall be obligated to make Servicing Advances hereunder. As compensation therefor, the Trustee successor Servicer appointed pursuant to this Section, shall be entitled to all funds relating to the Mortgage Loans which the Servicer would have been entitled to receive reasonable from the Collection Accounts pursuant to Section 6.1 as if the Servicer had continued to act as servicer hereunder, together with other servicing compensation out in the form of assumption fees, late payment charges or otherwise as provided in Section 8.3. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly to the Trustee or, at the direction of the Monthly Trustee, to the successor Servicer. The compensation of any successor servicer (including the Trustee) so appointed shall be the Servicing FeeFees, together with other Servicing Compensation provided for herein. Notwithstanding In the aboveevent the Trustee is required to solicit bids to appoint a successor Servicer, the Trustee mayshall solicit, if it by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions that: (i) have a net worth of not less than $25,000,000, (ii) have a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 5.3 and (iii) would not cause any rating of any Class of the Certificates in effect immediately prior to such assignment to be qualified, downgraded or withdrawn (without regard to the Certificate Insurance Policies), as evidenced by a letter from each Rating Agency to such effect. Such public announcement shall specify that the successor Servicer shall be unwilling entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid so long as such party is acceptable to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the Certificate Insurer. The Trustee shall deduct from any sum received by the Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Trustee. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Trustee, the Depositor, any Custodian, the Servicer and any such successor Servicer shall take such action, consistent with this Agreement, as shall 130 be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the assumption termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any part of delay in making, any distribution hereunder or any portion thereof caused by (i) the responsibilities, duties or liabilities failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until the Trustee and the Certificate Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Trustee to the Depositor and the Certificateholders. Pending appointment of a successor to the Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on Contracts the Mortgage Loans as it and such successor servicer shall agree; provided, however, that no such monthly compensation shallshall be in excess of that permitted the Servicer pursuant to Section 8.3, without the written consent of 100% of the Certificateholders, exceed the Monthly together with other Servicing FeeCompensation. The Trustee shall not resign as servicer until a successor servicer reasonably acceptable to the Certificate Insurer has been appointed. The Certificate Insurer shall have the right to remove the Trustee as successor servicer under this Section 12.2 without cause, and the Trustee shall appoint such other successor shall take such actionservicer as directed by the Certificate Insurer. In connection with any transfer of servicing responsibilities pursuant to this Section 12.2, consistent with this Agreement, as the replaced Servicer shall be necessary to effectuate any responsible for all costs and expenses in connection with such successiontransfer.