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

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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; providedPROVIDED, howeverHOWEVER, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not to exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 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 Trustee receives or until a date mutually agreed upon by the resignation 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 Master “Successor Servicer”), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card receivables as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer shall be deemed to refer to the Successor Servicer. Notwithstanding the foregoing, any provision of this Agreement which requires the Servicer to make a deposit into the Collection Account not later than 12:00 noon, New York City time, on a Distribution Date shall be deemed to require a Successor Servicer to make such deposit into the Collection Account on the Transfer Date immediately preceding such Distribution Date. (c) In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation thereforconnection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be entitled permitted to receive monthly appoint any Eligible Servicer submitting such portion a bid as a Successor Servicer for servicing compensation not in excess of the Master aggregate Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, Fees for all Series plus any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor amounts payable to the Master Sellers or the Servicer hereunder in pursuant to the assumption terms of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunderEnhancement Agreement; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities Sellers shall be responsible for payment of the Master Sellers’ portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Citibank, as holder of the Sellers’ Certificate, agrees that, if Citibank (or any Successor Servicer) is terminated as Servicer hereunder, the Trustee portion of the Collections in respect of Finance Charge Receivables that the Seller is entitled to receive pursuant to this Agreement or any Supplement shall continue be reduced by an amount sufficient to pay the Seller’s 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 Sellers and, without limitation, the Sellers 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 Successor Servicer agrees to cooperate with the Sellers 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 the Receivables to Citibank 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 manner and at such times as it shall reasonably request. To the extent that compliance with this Section shall require the Successor Servicer to disclose to Citibank information of any kind which the Successor Servicer deems to be confidential, Citibank shall be required to enter into such customary licensing and confidentiality agreements as the successor Successor Servicer shall deem necessary to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When (a) On and after the Master time the Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.0410.02 hereof, the Trustee (subject to subsection (b) hereof) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and of the transactions set forth or provided for herein and Contracts and, to such extent, shall have the rights and powers and be subject to all the responsibilities, duties and liabilities (other than the duty to advance funds and to indemnify) relating thereto placed on the Master Servicer by the terms and provisions hereof (but not the obligations of the Contributor contained herein which shall survive any such termination as above provided) and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of from the Master Transferor the Servicing Fee, together with such Fee and other servicing compensation as is agreed to at such time by provided for in Section 4.04 hereof; PROVIDED that the Trustee and the Master Servicer, but shall in no event more than 25% thereof until the date of final cessation way be responsible or liable for any action or actions of the Master Servicer's servicing activities hereunder. Notwithstanding Servicer before the above, time the Servicer receives such a notice of termination. (b) The Trustee may, if it is unwilling or unable to act as the successor Servicer, give notice of such fact to each Noteholder and (i) appoint a successor Servicer with a net worth of at least $15,000,000 and reasonably acceptable to Noteholders evidencing more than 50% of the Voting Rights and whose regular business includes the servicing of receivables arising from equipment similar to the Equipment, as the successor Servicer hereunder to assume all of the rights and obligations of the Servicer hereunder, including, without limitation, the Servicer's right (but not the obligations of the Contributor contained herein) hereunder to receive the Servicing Fee (PROVIDED THAT, notwithstanding any other provision to the contrary contained in any Transaction Document, no increase in the Servicer Fee due to any successor Servicer shall be unwilling to made without the consent of the Noteholders that hold, as of the date of determination, more than 50% of the then-Outstanding Note Balance of each class of Notes then Outstanding) or, (ii) if no such institution is so actappointed, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing appoint an institution having a net worth of not less than $10,000,000 and meeting such other standards for criteria as the Servicer hereunder. Pending appointment of a successor servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee shall cause such successor Servicer to enter into a servicing agreement substantially in the Master Servicer as provided above. The form of this Agreement except that such agreement shall not include any of the Contributor's representations, warranties or obligations and the Trustee may make arrangements for the compensation of any such successor master servicer so appointed Servicer out of payments on Contracts and the related Contracts as it and such successor Servicer shall not exceed the agree; PROVIDED, HOWEVER, that no such compensation specified shall be in excess of that provided in Section 6.054.04 hereof. Neither the Trustee nor a Successor Servicer shall be deemed to be in default hereunder by reason of its failure to make, or its delay in making, any distribution hereunder or any portion thereof which failure or delay was caused by (i) the failure of the prior 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 prior Servicer.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. If the Master Servicer and the Paying Agent are not the same party, the Master Servicer shall pay the compensation of the Paying Agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Available Master Servicing FeeCompensation less any Compensating Interest payable by the Master Servicer on the next Distribution Date, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 or 6.03(i) hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to each 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; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. -52- 57 Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. If the Master Servicer shall be required to resign pursuant to the terms of Section 6.03 (i) herein, then upon receiving such notice of resignation, the Trustee shall promptly appoint a successor Master Servicer. The Trustee may remove the Master Servicer if the FHA Assets or VA Assets included in the Trust Fund are not serviced in accordance with HUD, FHA and/or VA requirements, as applicable, or if the Master Servicer fails to service the FHA Assets or VA Assets according to reasonable and customary requirements. Any resignation or removal of the Master Servicer shall not become effective until acceptance of appointment by a qualified successor master servicer. The Trustee shall not appoint a successor master servicer so appointed unless such successor master servicer is both approved by HUD as a mortgagee and approved by HUD to service FHA insured mortgage loans. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. When (a) On and after the Master receipt by the Servicer receives notice of termination a Termination Notice pursuant to Section 7.01 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 Trustee receives or until a date mutually agreed upon by the resignation 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 Master “Successor Servicer”), and such Successor Servicer evidenced shall accept its appointment by an Opinion of Counsel pursuant a written assumption in a form acceptable to Section 6.04the 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 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of “VISA,” “MasterCard” and “American Express” credit card receivables as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency and each Series Enhancer upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer with respect to servicing functions under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted this Agreement to the Master Servicer. In the event that the Trustee is succeeding Servicer shall be deemed to refer to the Master Servicer as the Master Successor Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the aboveforegoing, any provision of this Agreement which requires the Trustee mayServicer to make a deposit into the Collection Account not later than 12:00 noon, if it New York City time, on a Distribution Date shall be unwilling deemed to so act, or shall, if it is unable require a Successor Servicer to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting make such other standards for a successor servicer as are set forth herein, as deposit into the successor to Collection Account on the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until Transfer Date immediately preceding such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05Distribution Date.

Trustee to Act; Appointment of Successor. When (a) On and after the Master time the Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.0410.02 hereof, the Trustee (subject to subsection (b) hereof) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and of the transactions set forth or provided for herein and Contracts and, to such extent, shall have the rights and powers and be subject to all the responsibilities, duties and liabilities (other than the duty to advance funds and to indemnify) relating thereto placed on the Master Servicer by the terms and provisions hereof (but not the obligations of the Contributor contained herein which shall survive any such termination as above provided) and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of from the Master Transferor the Servicing Fee, together with such Fee and other servicing compensation as is agreed to at such time by provided for in Section 4.04 hereof; PROVIDED that the Trustee and the Master Servicer, but shall in no event more than 25% thereof until the date of final cessation 38 way be responsible or liable for any action or actions of the Master Servicer's servicing activities hereunder. Notwithstanding Servicer before the above, time the Servicer receives such a notice of termination. (b) The Trustee may, if it is unwilling or unable to act as the successor Servicer, give notice of such fact to each Noteholder and (i) appoint a successor Servicer with a net worth of at least $15,000,000 and reasonably acceptable to Noteholders evidencing more than 50% of the Voting Rights and whose regular business includes the servicing of receivables arising from equipment similar to the Equipment, as the successor Servicer hereunder to assume all of the rights and obligations of the Servicer hereunder, including, without limitation, the Servicer's right (but not the obligations of the Contributor contained herein) hereunder to receive the Servicing Fee (PROVIDED THAT, notwithstanding any other provision to the contrary contained in any Transaction Document, no increase in the Servicer Fee due to any successor Servicer shall be unwilling to made without the consent of the Noteholders that hold, as of the date of determination, more than 50% of the then-Outstanding Note Balance of each class of Notes then Outstanding) or, (ii) if no such institution is so actappointed, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing appoint an institution having a net worth of not less than $10,000,000 and meeting such other standards for criteria as the Servicer hereunder. Pending appointment of a successor servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee shall cause such successor Servicer to enter into a servicing agreement substantially in the Master Servicer as provided above. The form of this Agreement except that such agreement shall not include any of the Contributor's representations, warranties or obligations and the Trustee may make arrangements for the compensation of any such successor master servicer so appointed Servicer out of payments on Contracts and the related Contracts as it and such successor Servicer shall not exceed the agree; PROVIDED, HOWEVER, that no such compensation specified shall be in excess of that provided in Section 6.054.04 hereof. Neither the Trustee nor a Successor Servicer shall be deemed to be in default hereunder by reason of its failure to make, or its delay in making, any distribution hereunder or any portion thereof which failure or delay was caused by (i) the failure of the prior 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 prior Servicer.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's ’s master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer’s master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer’s successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer’s servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer’s function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer’s obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust.

Trustee to Act; Appointment of Successor. When (a) On and after (i) the receipt by any Servicer of a Termination Notice pursuant to Section 6.01 or (ii) the date on which the applicable Servicer notifies the Trustee, the Master Servicer, the Company, each Rating Agency and each Agent in writing of its resignation pursuant to Section 5.03 (the "Resignation Notice"), the Servicer shall continue to perform all servicing functions under the Pooling and Servicing Agreements until the earlier of (x) the date on which a successor Servicer (a "Successor Servicer") accepts its appointment and (y) 60 days after the delivery of such Termination Notice or Resignation Notice, as the case may be. Upon the receipt by the Master Servicer receives of a Termination Notice or Resignation Notice with respect to a Servicer, the Master Servicer shall, without any action on the part of the Company, the Trustee or any other Person, be deemed appointed as Successor Servicer with respect to the Serviced Receivables; provided that no Successor Servicer need be appointed if the Servicer has resigned its duties in connection with its termination as a Seller in accordance with Section 7.04(b) hereof. The Master Servicer shall accept its appointment as Successor Servicer by a written notice delivered to the Trustee and the Company. In the event that the Master Servicer is unable to accept the appointment as Successor Servicer, the Trustee shall appoint any Eligible Successor Servicer. (b) On and after (i) the receipt by the Master Servicer of termination a Termination Notice pursuant to Section 7.01 6.01 (the "Master Servicer Termination Notice") or (ii) the Trustee receives the resignation of date on which the Master Servicer evidenced by an Opinion notifies the Trustee, the Company and each Rating Agency in writing of Counsel its resignation pursuant to Section 6.045.03 (the "Master Servicer Resignation Notice"), the Master Servicer shall continue to perform all master servicing functions under the Pooling and Servicing Agreements until the earlier of (x) the date on which an Eligible Successor Master Servicer who has been appointed as successor Master Servicer (a "Successor Master Servicer") accepts its appointment and (y) 60 days after the delivery of such Master Servicer Termination Notice or Master Servicer Resignation Notice, as the case may be. Upon the receipt by the Master Servicer of a Master Servicer Termination Notice or by the Trustee of a Master Servicer Resignation Notice with respect to the Master Servicer, the Trustee shall appoint any Eligible Successor Master Servicer, and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. (c) In the event that a Successor Servicer or Successor Master Servicer, as the case may be, has not been appointed or has not accepted its appointment within 60 days of delivery of the Termination Notice or Resignation Notice referred to in subsection (a) hereof with respect to a Successor Servicer, or a Master Servicer Termination Notice or a Master Servicer Resignation Notice referred to in subsection (b) hereof with respect to a Successor Master Servicer, the Trustee without further action shall be appointed Successor Servicer or Successor Master Servicer, as the case may be; provided, that the Trustee shall only be responsible for the duties and liabilities of Successor Servicer or Successor Master Servicer, as the case may be, that are consistent with an orderly collection and liquidation of the Receivables and other Trust Assets in the manner contemplated for such liquidations in Section 7.02 of the Pooling Agreement. The Trustee shall not be liable for any action taken or not taken in effecting such liquidations of Receivables so long as such liquidations are conducted in a commercially reasonable manner and on commercially reasonable terms. The Trustee may delegate any of its master servicing or servicing obligations to an affiliate or agent in accordance with Section 2.02(d). Notwithstanding the above, the Trustee shall, if the Trustee is legally unable so to act, petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Successor Servicer or Eligible Successor Master Servicer as the Successor Servicer or Successor Master Servicer, as the case may be, hereunder. The Master Servicer shall immediately give notice to each Rating Agency of the appointment of any Successor Servicer or Successor Master Servicer. (d) Upon its appointment, the Successor Servicer or Successor Master Servicer shall be the successor in all respects to the Servicer or Master Servicer in its capacity with respect to servicing or master servicing functions under the Pooling and Servicing Agreements (with such changes as master servicer under this Agreement are agreed to between such Successor Servicer or Successor Master Servicer, as the case may be, and either the Company (with the consent of the Rating Agencies) or the Company and the transactions set forth or provided for herein Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer or Master Servicer by the terms and provisions hereof hereof, and all references in its capacity as such successor shall have the same limitation of liability herein granted any Pooling and Servicing Agreement to the Master Servicer. In the event that the Trustee is succeeding to the Servicer or Master Servicer as the shall be deemed to refer to such Successor Servicer or Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the case may be. The Successor Servicer or Master Servicer, but in no event more than 25% thereof until as the date of final cessation of case may be, shall not be liable for, and the replaced Master Servicer or Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor case may be, shall indemnify the Successor Servicer against costs incurred by the Successor Servicer or Master Servicer, as the case may be, as a result of, any acts or omissions of such replaced Servicer or Master Servicer or any events or occurrences occurring prior to the Successor Servicer's acceptance of its appointment as Successor Servicer or Master Servicer, as the case may be. Any Successor Servicer or the Successor Master Servicer, as the case may be, shall manage the servicing and administration of the Receivables in accordance with the Policies of the replaced Servicer or Master Servicer hereunder in and the assumption of all or any part terms of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed Pooling and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05Servicing Agreements.

Trustee to Act; Appointment of Successor. When Upon the receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.01 8.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Independent Counsel pursuant to Section 6.047.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become 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 have the rights and powers and thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event hereof; provided, however, that the Trustee is succeeding (i) shall be under no obligation to purchase any XXX pursuant to Section 10.01; and (ii) shall have no obligation whatsoever with respect to any liability incurred by the Master Servicer as (other than to make advances deemed recoverable and not previously made) at or prior to the time of receipt by the Master Servicer of such notice or by the Trustee of such Opinion of Independent Counsel, including any liabilities associated with either Master Servicer's failure to modify its computer and any other systems in a manner such that such Master Servicer can service the related XXXx in accordance with the terms of this Agreement on and after January 1, as 2000. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of all funds relating to the XXXx which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by the Trustee and retain if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due the Master Servicer's servicing activities hereunderServicer as reimbursement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution which is a Xxxxxx Xxx or Xxxxxxx Mac-approved servicer, bank or mortgage servicing institution and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein10,000,000, 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, however, that until such . Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, the Trustee shall continue 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 the XXXx as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Trustee under this Subsection 8.02(a), and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (a) If the Trustee shall succeed to any duties of the Master Servicer respecting the XXXx as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer in the servicing of the XXXx (although such provisions shall continue to apply to the Trustee in its capacity as provided above. The compensation Trustee); the provisions of any Article VII, however, shall apply to it in its capacity as successor master servicer so appointed shall not exceed the compensation specified in Section 6.05servicer.

Trustee to Act; Appointment of Successor. When (a) Upon the receipt by the Master Servicer receives of a notice of termination pursuant to Section 7.01 8.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Independent Counsel pursuant to Section 6.047.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall be automatically become 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 have the rights and powers and thereafter be subject to all the responsibilities, duties duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor (including the requirement to make Monthly Advances pursuant to Section 6.06); provided, however, that the Company shall have the same limitation right to either (a) immediately assume the duties of liability herein granted to the Master Servicer or (b) select a successor Master Servicer. In the event ; provided further, however, that the Trustee is succeeding shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer as at or prior to the Master Servicer, as time of termination. As compensation therefor, the Trustee shall be entitled to receive monthly such portion of compensation which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by the Trustee and retain if the Master ServicerServicer had continued to act hereunder, but in no event more than 25% thereof until the date of final cessation of except for those amounts due the Master Servicer's servicing activities hereunderServicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to so act, or shall, if it is legally unable so to so act or to obtain a qualifying bid as described belowact, appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institutioninstitution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer, bank or mortgage servicing institution and with respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein10,000,000, 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, howeverthat the Trustee shall obtain a letter from each Rating Agency that the ratings, that until such if any, on each of the Certificates (determined without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of to the Master Servicer hereunder, the Trustee shall continue 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 the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Trustee shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as provided above. The compensation Trustee); the provisions of any Article VII, however, shall apply to it in its capacity as successor master servicer so appointed shall not exceed the compensation specified in Section 6.05servicer.

Trustee to Act; Appointment of Successor. When (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 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee (or such other successor Master Servicer as is acceptable to the Guarantor and approved in accordance with this Agreement) 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 have the rights and powers and 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 foregoing, the parties hereto agree that the Trustee, in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In , immediately will assume all of the event that the Trustee is succeeding to obligations of the Master Servicer to make Advances. Notwithstanding the foregoing, the Trustee, in its capacity as the successor Master Servicer, as shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. As compensation therefor, immediately upon assumption of the obligations to make Advances, in its capacity as successor Master Servicer, the Trustee (or such other successor Master Servicer) shall be entitled to receive monthly such portion of compensation as the Master Servicing Fee, together with Servicer would have been entitled to hereunder if no such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date notice of final cessation of the Master Servicer's servicing activities hereundertermination had been given. Notwithstanding the above, (i) if the Trustee may, if it shall be is unwilling to act as successor Master Servicer or (ii) if the Trustee is legally unable so to act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage servicing institution loan or home equity loan master servicer having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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, howeverthat the appointment of any such successor Master Servicer shall be approved by the Guarantor, as evidenced by the Guarantor's prior written consent; provided further, that until in connection with the appointment of such successor Master Servicer hereunder, the Guarantor shall consult with the NIMS Insurer, but the decision to appoint a successor master servicer is appointed and has assumed Master Servicer shall remain in the responsibilities, duties and liabilities Guarantor's sole discretion. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall continue act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on 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 the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Master Servicer shall not affect any liability of the predecessor 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 3.10 or to indemnify the Seller, the Depositor, the Trustee, the Guarantor, the NIMS Insurer and each Certificateholder pursuant to Section 6.03, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor 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 Fund). Any indemnification from the Trust Fund, as contemplated above, shall be payable by the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided, however, that the dollar limit set forth in such section shall not be applicable if the appointment of a successor is made through a court proceeding or if the predecessor master servicer is subject to any insolvency, bankruptcy, reorganization, receivership or similar proceeding and the court having jurisdiction over such a proceeding has determined that the "automatic stay" provisions of section 362 of Title 11 of the U.S. Code or similar provisions are applicable to this Agreement and has not appointed or approved a successor master servicer or has ordered the Trustee to take action under this Agreement, which will cause the Trustee to incur expenses, disbursements or advances under this Agreement. (b) Any successor, including the Trustee, to the Master Servicer as provided abovemaster servicer shall during the term of its service as master servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders and the Guarantor, and maintain in force a policy or policies of insurance covering errors and 108 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 3.10. (c) If the Master Servicer is terminated pursuant to Section 7.01, then the successor Master Servicer shall not be permitted to reimburse itself directly for Advances or Servicing Advances under Section 3.05(a)(ii) or Section 3.05(a)(iii) if the Master Servicer has not been fully reimbursed for its Advances and Servicing Advances, but instead the successor Master Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The compensation Trustee is hereby authorized to pay to the terminated Master Servicer (or the related Advancing Person in accordance with Section 3.23) and the successor Master Servicer, as applicable, reimbursements for Advances and Servicing Advances from the Distribution Account to the same extent each such Master Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.05(a)(ii) or Section 3.05(a)(iii), as the case may be. All Advances and Servicing Advances made pursuant to the terms of any this Agreement shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis. At such time as the Master Servicer has been reimbursed for all Advances and Servicing Advances made by it, the successor master servicer so appointed Master Servicer shall not exceed no longer be required to remit in accordance with the compensation specified first sentence of this Section 7.02(c) and shall then be permitted to reimburse itself directly for Advances and Servicing Advances in accordance with Section 6.053.05(a)(ii) or Section 3.05(a)(iii).

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.047.01, the Trustee Standby Servicer shall be the successor in all respects to the Master Servicer in its capacity as master servicer Master Servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and hereof; provided however, that in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Standby Servicer refuses or is unable to act as successor Master Servicer, the Trustee is succeeding or a successor Master Servicer appointed pursuant to this Section 7.02 shall be the successor Master Servicer hereunder and provided further, however, that if no Certificate Insurer Default shall have occurred and be continuing the Certificate Insurer, by written notice to the Trustee, the Transferor, the Master Servicer and the Standby Servicer, may designate another Person to act as successor Master Servicer hereunder. As compensation therefor, the Trustee, its designee, or other successor Master Servicer, as compensation thereforthe case may be, the Trustee shall be entitled to receive monthly such portion of all funds relating to the Contracts which the Master Servicing Fee, together with such other servicing compensation as is agreed Servicer would have been entitled to at such time by charge to the Trustee and Certificate Account if the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities Servicer had continued to act hereunder. Notwithstanding If the aboveStandby Servicer refuses or is unable to act as successor Master Servicer hereunder, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described belowact, appoint, or petition a court of competent jurisdiction to appoint, any housing experienced servicer of motor vehicle installment sales contracts and home finance institution, bank or mortgage servicing institution notes having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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, however, that until such . The Trustee shall obtain the prior written consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) before appointing a successor master servicer Master Servicer other than the Standby Servicer, and any successor Master Servicer other than the Standby Servicer shall be satisfactory to the Certificate Insurer (unless a Certificate Insurer Default has occurred and is appointed and has assumed the responsibilities, duties and liabilities continuing). Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall continue 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 compensation to the Trustee shall be in excess of that permitted the Master Servicer hereunder unless (A) the Trustee and the Certificate Insurer (or if a Certificate Insurer Default has occurred and is continuing, holders of Certificates evidencing a majority in Percentage Interests of the Certificates) agree in writing to a larger Master Servicing Fee and (B) each Rating Agency delivers a letter to the Trustee to the effect that such larger Master Servicing Fee will not result in a reduction or the withdrawal of the rating assigned by such Rating Agency to the Certificates; and provided further, however, that the Master Servicing Fee to a successor Master Servicer, including the Trustee, shall not exceed a monthly fee equal to 1/12th of the product of (i) the aggregate amount of the Outstanding Principal Balances of all Contracts outstanding as of the last day of the related Due Period and (ii) two percent (2%). The Transferor, the Trustee, any Subservicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee shall succeed to the Master Servicer's duties as Master Servicer of the Contracts as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article VIII shall be inapplicable to the Trustee and its duties in its capacity as a successor Master Servicer to the Master Servicer as provided aboveand the servicing of the Contracts. The compensation of any successor master servicer so appointed In the event that the Trustee shall not exceed seek to appoint a successor Master Servicer within three months of its succession to the compensation specified in Master Servicer's duties as servicer, it shall resign as Trustee pursuant to Section 6.058.06 and the Transferor shall, with the written consent of the Certificate Insurer (unless a Certificate Insurer Default shall have occurred and be continuing), appoint, or the Trustee shall petition a court to appoint, a successor trustee pursuant to such Section 8.06. To the extent a successor Master Servicer is appointed, the Trustee shall not be liable for the acts or omissions of such successor Master Servicer.

Trustee to Act; Appointment of Successor. When (a) On and after (i) the Master Servicer receives notice receipt by a Servicing Party of termination a Termination Notice pursuant to Section 7.01 6.1 or (ii) the Trustee receives date on which such Servicing Party notifies the Trustee, the Company, each Agent and each Rating Agency in writing of its resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.045.3 (the "RESIGNATION NOTICE"), such Servicing Party shall continue to perform all servicing functions under the Pooling and Servicing Agreements until the earlier of (x) the date on which a Successor Servicer is appointed and (y) 60 days after the delivery of such Termination Notice or Resignation Notice, as the case may be. The Trustee shall, as promptly as reasonably possible after the giving of or receipt of a Termination Notice or Resignation Notice, as the case may be, appoint an Eligible Successor Servicer as successor servicer (the "SUCCESSOR SERVICER"); PROVIDED that in the event that any Sub-Servicer shall cease to be a Servicing Party for any reason, the Servicer shall be the Successor Servicer with respect to such terminated Sub- Servicer for so long as the Servicer shall continue to serve in its capacity as Servicer under the Pooling and Servicing Agreements. The Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. (b) In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time that the relevant Servicing Party ceases to act as such, the Trustee without further action shall be appointed Successor Servicer, PROVIDED that the Trustee shall only be responsible for the duties and liabilities of such Successor Servicer which are consistent with an orderly collection and liquidation of the Receivables and other Trust Assets in the manner contemplated for such liquidations in Section 7.2 of the Pooling Agreement and the application of such funds in accordance with the Pooling and Servicing Agreements. Consistent with the foregoing, in the event that the Trustee becomes Successor Servicer, the Successor Servicer shall take such collection actions as are commercially reasonable under the circumstances, including, without limitation, electing not to pursue legal collection efforts with respect to Receivables that it reasonably determines to be uncollectible. The Trustee, as Successor Servicer, shall have no liability to the Investor Certificateholders, the Company or the predecessor Servicer in electing such actions. The Trustee may delegate any of its servicing obligations to an affiliate or agent in accordance with subsection 2.2(c). Notwithstanding the above, the Trustee shall, if the Trustee is legally unable so to act, petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Successor Servicer as the Successor Servicer hereunder. The Servicer shall immediately give notice to each Rating Agency of the receipt of any Termination Notice and the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicing Party to which it is successor with respect to servicing functions under the Pooling and Servicing Agreements (with such changes as are agreed to between such Successor Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein Trustee) and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer such Servicing Party by the terms and provisions hereof hereof, and all references in any Pooling and Servicing Agreement to the Servicer or the Sub-Servicer, as the case may be, shall be deemed to refer to the Successor Servicer. The Successor Servicer shall manage the servicing and administration of the Receivables, the collection of payments due under the Receivables and the charging off of any Receivables as uncollectible, with reasonable care, using that degree of skill and attention that is the customary and usual standard of practice of prudent receivables servicers with respect to all comparable receivables serviced for itself or others. The Successor Servicer shall not be liable for, and the Servicer shall indemnify the Successor Servicer against costs incurred by the Successor Servicer as a result of, any acts or omissions of any Servicing Party or any events or occurrences occurring prior to the Successor Servicer's acceptance of its capacity appointment as Successor Servicer. (d) The Company and the Trustee will review any bids obtained from Eligible Successor Servicers and the Company and the Trustee, or the Company (with the consent of the Trustee), may appoint any Eligible Successor Servicer submitting such successor shall have a bid as a Successor Servicer for servicing compensation not in excess of the same limitation of liability herein Servicing Fee. (e) All authority and power granted to the Master Servicer. In Successor Servicer under any Pooling and Servicing Agreement shall automatically cease and terminate on the event that Trust Termination Date, and shall pass to and be vested in the Trustee Company and, without limitation, the Company is succeeding hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer as the Master Successor Servicer, as compensation thereforattorney-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 from and after the Trust Termination Date. The Successor Servicer agrees to cooperate with the Company in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The Successor Servicer shall transfer all of its records relating to the Receivables to the Company in such form as the Company may reasonably request and shall transfer all other records, correspondence and documents to the Company in the manner and at such times as the Company shall reasonably request. To the extent that compliance with this Section 6.2 shall require the Successor Servicer to disclose to the Company information of any kind which the Successor Servicer deems to be confidential, the Trustee Company shall be entitled required to receive monthly enter into such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee customary licensing and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, confidentiality agreements as the successor Successor Servicer shall reasonably deem necessary 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05protect its interests.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee or the Trust Administrator receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trust Administrator on behalf of 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee Trust Administrator is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee Trust Administrator shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee Trust Administrator and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee Trust Administrator may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee Trust Administrator shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05 hereof. In the event the Trust Administrator is required to solicit bids as provided above, the Trust Administrator shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trust Administrator shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trust Administrator shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trust Administrator from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trust Administrator to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trust Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trust Administrator and any successor servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trust Administrator or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trust Administrator or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trust Administrator nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trust Administrator) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by either Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review.

Trustee to Act; Appointment of Successor. When (a) On and after the Master time the Servicer receives a notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.0410.02 hereof, the Trustee (subject to subsection (b) hereof) shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and of the transactions set forth or provided for herein and Contracts and, to such extent, shall have the rights and powers and be subject to all the responsibilities, duties and liabilities (other than the duty to advance funds and to indemnify) relating thereto placed on the Master Servicer by the terms and provisions hereof (but not the obligations of the Contributor contained herein which shall survive any such termination as above provided) and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of from the Master Transferor the Servicing Fee, together with such Fee and other servicing compensation as is agreed to at such time by provided for in Section 4.04 hereof; provided that the Trustee and the Master Servicer, but shall in no event more than 25% thereof until the date of final cessation way be responsible or liable for any action or actions of the Master Servicer's servicing activities hereunder. Notwithstanding Servicer before the above, time the Servicer receives such a notice of termination. (b) The Trustee may, if it is unwilling or unable to act as the successor Servicer, give notice of such fact to the Swap Providers and each Noteholder and (i) appoint a successor Servicer with a net worth of at least $15,000,000 and reasonably acceptable to Noteholders evidencing more than 50% of the Voting Rights and whose regular business includes the servicing of receivables arising from equipment similar to the Equipment, as the successor Servicer hereunder to assume all of the rights and obligations of the Servicer hereunder, including, without limitation, the Servicer's right (but not the obligations of the Contributor contained herein) hereunder to receive the Servicing Fee (provided that, notwithstanding any other provision to the contrary contained in any Transaction Document, no increase in the Servicer Fee due to any successor Servicer shall be unwilling to made without the consent of the Noteholders that hold, as of the date of determination, more than 50% of the then-Outstanding Note Balance of each class of Notes then Outstanding) or, (ii) if no such institution is so actappointed, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing appoint an institution having a net worth of not less than $10,000,000 and meeting such other standards for criteria as the Servicer hereunder. Pending appointment of a successor servicer Servicer hereunder, the Trustee shall act in such capacity as are set forth hereinhereinabove provided. In connection with such appointment and assumption, as the Trustee shall cause such successor Servicer to the Master Servicer hereunder enter into a servicing agreement substantially in the assumption form of all or this Agreement except that such agreement shall not include any part of the responsibilitiesContributor's representations, duties warranties or liabilities obligations and the Trustee may make arrangements for the compensation of such successor Servicer out of payments on Contracts and the Master related Contracts as it and such successor Servicer hereundershall agree; provided, however, that until no such compensation shall be in excess of that provided in Section 4.04 hereof. Neither the Trustee nor a successor master servicer is appointed and has assumed Successor Servicer shall be deemed to be in default hereunder by reason of its failure to make, or its delay in making, any distribution hereunder or any portion thereof which failure or delay was caused by (i) the responsibilities, duties and liabilities failure of the Master prior Servicer hereunderto deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05prior Servicer.

Trustee to Act; Appointment of Successor. When On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 hereof or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel resigns pursuant to Section 6.046.06 or 6.03(i) hereof, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this the Pooling and Servicing Agreement and in connection with the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicerhereof. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as As compensation therefor, the Trustee Trustee, except as provided in Section 7.01 hereof, shall be entitled to receive monthly such portion compensation (whether payable out of the Master Servicing Fee, together with such other servicing compensation Distribution Account or otherwise) as is agreed to at such time by the Trustee and the Master ServicerServicer would have been entitled to receive hereunder if no such notice of termination had been given, but in no event more than 25% thereof until the date of final cessation of as well as all protections and indemnification afforded the Master Servicer's servicing activities hereunderServicer pursuant to Section 6.05 above. Notwithstanding the above, the Trustee may, if it shall be is unwilling or unable so to so act, or shallit may or, if at the written request of Certificateholders entitled to at least 51% of the Voting Rights, it is unable to so act or to obtain a qualifying bid as described below, shall appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 15,000,000 and meeting such other standards for a successor servicer as are set forth hereinacceptable to each 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; provided, however, that until such . No appointment of a successor master servicer is appointed and has assumed to the Master Servicer shall be effective until the assumption by the successor of all future responsibilities, duties and liabilities of the Master Servicer hereunder, under the Trustee shall continue as the Pooling and Servicing Agreement. Pending appointment of a successor to the Master Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee or an Affiliate of the Trustee shall act as Master Servicer hereunder as provided above. The Notwithstanding any of the foregoing, the successor Master Servicer shall not be required to purchase any Assets from the Trust pursuant to these Standard Terms except (i) under Section 2.05(a)(2) hereof to the extent the obligation to repurchase arose out of a breach of a representation, warranty or covenant by the successor Master Servicer and (ii) under Section 2.05(b) hereof to the extent the Master Servicer's obligation to effect remedial action as described in such Section arose after the successor Master Servicer began serving as Master Servicer. It is understood that any predecessor Master Servicer shall remain liable for any breaches of representations, warranties and covenants that it committed while it was the Master Servicer, and shall remain responsible for effecting remedial actions described in Section 2.05(b) hereof (and for repurchasing Assets pursuant to such Section 2.05(b)) to the extent the obligation to undertake such remedial action arose while such predecessor Master Servicer was the Master Servicer hereunder. In connection with the appointment of a successor Master Servicer, the Trustee may make such arrangements for the compensation of such successor servicer out of payments on the related Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer under the terms of the Pooling and Servicing Agreement. The Trustee and such successor servicer shall take such action, consistent with the Pooling and Servicing Agreement, as shall be necessary to effectuate any such succession. Any successor to the Master Servicer shall maintain in force during the term of its service as Master Servicer the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.15(c) hereof. Upon any Event of Default described hereunder, the Trustee, in addition to the rights specified in this Section, shall have the right, in its own name and as "Trustee," to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests of the Certificateholders, and enforce the rights and remedies of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by the Pooling and Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. Amounts payable to the Trustee to reimburse it for any expenses it incurs in connection with any actions taken by it pursuant to this paragraph are intended to constitute administrative expenses. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such Proceeding. If the Master Servicer shall be required to resign pursuant to the terms of Section 6.03 (i) herein, then upon receiving such notice of resignation, the Trustee shall promptly appoint a successor Master Servicer. The Trustee may remove the Master Servicer if the FHA Assets or VA Assets included in the Trust Fund are not serviced in accordance with HUD, FHA and/or VA requirements, as applicable, or if the Master Servicer fails to service the FHA Assets or VA Assets according to reasonable and customary requirements. Any resignation or removal of the Master Servicer shall not become effective until acceptance of appointment by a qualified successor master servicer. The Trustee shall not appoint a successor master servicer so appointed unless such successor master servicer is both approved by HUD as a mortgagee and approved by HUD to service FHA insured mortgage loans. For the purposes of this Section 7.02 and Section 7.03 hereof, the Trustee shall not exceed be deemed to have knowledge of a Default or an Event of Default hereunder unless an Officer of the compensation specified in Section 6.05Trustee having direct responsibility for the administration of the Pooling and Servicing Agreement has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee and such notice references the Certificates or the Trust.

Trustee to Act; Appointment of Successor. When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, 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 have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other master servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's master servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor master servicer as are set forth herein, 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, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation Upon cessation of the Master Servicer's master servicing activities hereunder, the Trustee or any other successor master servicer so appointed shall be entitled to compensation not exceed the compensation specified in Section 6.05 hereof, which amount shall include compensation for acting as paying agent. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other master servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05, which amount shall include compensation for acting as paying agent. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the master servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor master servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master 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 Master 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 Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) by any Rating Agency and the retention thereof by the Master Servicer would avert such revocation, downgrading or review. All costs associated with the appointment of a successor master servicer, to the extent not deducted from any sum received by the Trustee from the successor master servicer, shall be paid to the Person that incurred them by the predecessor master servicer. Without limiting the predecessor master servicer's obligation, if the predecessor master servicer fails to pay such costs, such costs shall be reimbursed by the Trust. The predecessor Master Servicer and successor Master Servicer shall notify the Depositor and Trustee of any such appointment at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such appointment and the successor Master Servicer shall report such event on Form 8-K within four business days of the occurrence of such event.