Common use of Acceptance of Appointment and Other Matters Relating to the Master Servicer Clause in Contracts

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) 21st Services hereby agrees to act as the Master Servicer of the Insurance Settlements. (b) 21st Services shall perform all the duties and obligations of Master Servicer under the Pooling and Servicing Agreement. (c) 21st Services shall continue to act as Master Servicer until such time as it shall succeed to the appointment to serve as Successor Servicer under the terms of this Agreement and the Pooling and Servicing Agreement. (d) 21st Services shall not resign as Master Servicer during the term of the Pooling and Servicing Agreement, provided that if the Master Servicer fails to receive its fees and expenses for a period of at least 90 days after they become due or if it shall become illegal for 21st Services to continue to act as Master Servicer, it shall be entitled to resign by giving written notice to United and the Trustee. (e) 21st Services shall be entitled to a fee for its services and reimbursement for its expenses as provided in the Pooling and Servicing Agreement. In addition, Capital shall grant to 21st Services a right entitling 21st Services to receive 5% of the Trust's assets remaining in Tranche I and Tranche II of the Trust, respectively, after all interest and principal payments have been made to certificateholders. Such right shall vest at the rate of 12.5% and 10% per year for Tranche I and Tranche II, respectively. If either Tranche is redeemed prior to maturity, such rights shall vest automatically. (f) United will pay 21st Services a fee of .30% of the face amount of each policy purchased by United. (g) The Subservicer shall provide 21st Services the Closing Date Reports, the Subservicer's Semi-Annual Certificate, and the Subservicer's Annual Certificate as provided in Sections 3.4(a), 3.4(c), and 3.5 of the Pooling and Servicing Agreement. Such reports shall accurately reflect the transactions involving the Insurance Settlements, and 21st Services shall maintain such reports such that at any time 21st Services can properly perform the duties of the Subservicer in the event it is appointed as a Successor Servicer. (h) The Subservicer shall provide 21st Services a copy of the computer software used by the Subservicer in servicing the Insurance Settlements, and 21st Services shall maintain such software. (i) The Subservicer shall provide the Trustee on each Closing Date all data relating to the Insurance Settlements transferred from Capital to the Trust, and 21st Services shall maintain such data, such that the records of 21st Services will accurately reflect the transactions involving the Insurance Settlements and accurately match the data available on the Subservicer's computer and in the Subservicer's possession. (j) The Subservicer shall provide 21st Services true copies of the Daily and Weekly Reports provided for in Section 3.4(b) of the Pooling and Servicing Agreement, and 21st Services shall generate reports of its accounts accurately reflecting the information provided by Subservicer in the Daily and Weekly Reports. (k) The Subservicer shall make arrangements with the Lockbox Bank under which 21st Services shall receive a copy of each lockbox remittance report and all other statements relating to the Lockbox Account at the same time such items are provided to the

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) 21st Services hereby General Cable Industries, Inc. agrees to act act, and is hereby appointed by the Company and the Trustee to act, as the initial Master Servicer under this Agreement, and all Certificateholders, including the Company, by their acceptance of the Certificates consent to General Cable Industries, Inc.'s acting as Master Servicer. The Master Servicer shall supervise the servicing and administration of the Receivables and shall supervise the collection of payments due under the Receivables in accordance with (i) prudent standards and its customary and usual servicing procedures for servicing receivables owned by it and comparable to the Receivables and in accordance with the Policies and (ii) the standard set forth in clause (ii) of the definition of "Eligible Successor Servicer" (which standard the Master Servicer represents is not inconsistent with the standard set forth in clause (i) above) and shall have full power and authority to do any and all things in connection with such servicing and administration which it may deem necessary or desirable; provided, however, that if General Cable Industries, Inc. is no longer the Master Servicer, the Master Servicer shall service the Receivables in accordance with the standards that would be employed by a prudent institution in servicing comparable receivables for its own account. The Master Servicer will be responsible on a daily basis for servicing, managing and accepting or collecting payments on the Receivables; provided, however, that the Master Servicer will hold such collections in trust for the benefit of the Insurance SettlementsCertificateholders and shall transfer them as provided in Section 10.1(e) hereof. Servicing activities performed by the Master Servicer with respect to the Receivables shall include collecting and recording payments, communicating with obligors, investigating payment delinquencies, providing billing records to Obligors and maintaining internal records. Managerial and custodial services performed by the Master Servicer shall include providing assistance in any inspections of the documents and records relating to the Receivables by the Trustee to the extent provided in this Agreement, maintaining the agreements, documents and files relating to the Receivables as custodian and providing related data processing and reporting services for Certificateholders and on behalf of the Trustee to the extent provided in this Agreement. Without limiting the generality of the foregoing and subject to Article III, the Master Servicer is hereby authorized and empowered (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any other applicable account established pursuant to this Agreement (including any Supplement) as set forth in this Agreement (including any Supplement), (ii) to execute and deliver, on behalf of the Trustee for the benefit of the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Receivable, and (iii) to make any filings, reports, notices, applications, registrations with, and to seek any consent or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements or laws. (b) 21st Services shall perform all the duties and obligations of The Master Servicer under shall not be obligated to use separate servicing procedures (except as may be specified herein), offices or employees for servicing the Pooling and Servicing AgreementReceivables from the procedures, offices or employees used by the Master Servicer in connection with servicing other receivables of the same type. (c) 21st Services shall continue to act as The Master Servicer until such time as it shall, on behalf of the Company, the Trustee and the Certificateholders, enforce their respective rights and interest in and under the Receivables. If General Cable Industries, Inc. is not the Master Servicer, General Cable Industries, Inc. shall succeed promptly deliver to the appointment to serve as Successor Servicer under the terms of this Agreement Master Servicer, at General Cable Industries, Inc.'s expense, and the Pooling Master Servicer shall hold in trust for the Company, the Trustee and Servicing Agreementthe Certificateholders in accordance with their respective interests, all books and records, files, documents, instruments and records (including, without limitation, computer tapes or disks and microfiche lists) that evidence or relate to Receivables. (d) 21st Services shall In the event that the Company is unable for any reason to transfer Receivables to the Trustee in accordance with the provisions of this Agreement (including, without limitation, by reason of any court of competent jurisdiction ordering that the Company not resign as Master Servicer during transfer any additional Receivables to the term of the Pooling and Servicing AgreementTrustee) then, provided that if in any such event, (A) the Master Servicer fails agrees to receive its fees allocate and expenses for a period of at least 90 days after they become due or if it shall become illegal for 21st Services pay to continue to act as Master Servicer, it shall be entitled to resign by giving written notice to United and the Trustee, after the date of such inability, all Collections with respect to Receivables transferred to the Trustee prior to the occurrence of such event; and (B) the Master Servicer agrees to have such amounts applied as Collections in accordance with this Agreement. (e) 21st Services Obligors shall be entitled instructed by the Company or the Master Servicer to make all payments on the Receivables to Lockboxes maintained by Lockbox Banks pursuant to Lockbox Agreements or a Concentration Account pursuant to a fee for its services and reimbursement for its expenses as provided Concentration Account Agreement; provided, however, that if, notwithstanding instructions to the contrary given to any Obligor, Collections from such Obligor are received by the Master Servicer, such Collections shall be deposited in the Pooling and Servicing Agreement. In additionCollection Account by the Master Servicer immediately, Capital shall grant to 21st Services a right entitling 21st Services to receive 5% but in no event later than the next Business Day upon receipt of the Trust's assets remaining in Tranche I and Tranche II of the Trust, respectively, after all interest and principal payments have been made to certificateholders. Such right shall vest at the rate of 12.5% and 10% per year for Tranche I and Tranche II, respectively. If either Tranche is redeemed prior to maturity, such rights shall vest automaticallyfunds. (f) United will pay 21st Services a fee of .30% of the face amount of each policy purchased by United. (g) The Subservicer shall provide 21st Services the Closing Date ReportsMaster Servicer or, the Subservicer's Semi-Annual Certificate, and the Subservicer's Annual Certificate as provided in Sections 3.4(a), 3.4(c), and 3.5 of the Pooling and Servicing Agreement. Such reports shall accurately reflect the transactions involving the Insurance Settlements, and 21st Services shall maintain such reports such that at any time 21st Services can properly perform the duties of the Subservicer in the event it that there is appointed as a Successor Servicer. (h) The Subservicer , General Cable Industries, Inc. shall provide 21st Services a copy of have the computer software used power revocable by the Subservicer Trustee to instruct each Lockbox Bank to make withdrawals from the Lockbox Accounts in servicing accordance with this Agreement. All Collections on Receivables of amounts due and owing will, pending instructions by the Insurance Settlements, and 21st Services shall maintain such software. (i) The Subservicer shall provide the Trustee on each Closing Date all data relating Master Servicer for transfer to the Insurance Settlements transferred from Capital to the TrustCollection Account, and 21st Services shall maintain such data, such that the records of 21st Services will accurately reflect the transactions involving the Insurance Settlements and accurately match the data available on the Subservicer's computer and be deposited in the Subservicer's possession. (j) The Subservicer shall provide 21st Services true copies of the Daily and Weekly Reports provided for or held in Section 3.4(b) of the Pooling and Servicing Agreement, and 21st Services shall generate reports of its accounts accurately reflecting the information provided by Subservicer in the Daily and Weekly Reports. (k) The Subservicer shall make arrangements with the Lockbox Bank under which 21st Services shall receive a copy of each lockbox remittance report and all other statements relating to the Lockbox Account at by the same time Master Servicer in the name of the Trustee and shall be remitted promptly to the Collection Account but not later than two Business Days after such items are provided to thedeposits become available funds.

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) Trustee hereby appoints 21st Services hereby agrees to act as the Master Servicer of the Senior Insurance SettlementsSettlements and 21st Services hereby accepts the appointment. (b) 21st Services shall perform all the duties and obligations of Master Servicer under the Pooling and Servicing Agreement. (c) 21st Services shall continue to act as Master Servicer until such time as it shall succeed to the accept an appointment to serve as Successor Servicer under the terms of this Agreement and the Pooling and Servicing Agreement. (d) 21st Services shall not resign as Master Servicer during the term of the Pooling and Servicing Agreement, provided that if the Master Servicer fails to receive its fees and expenses for a period of at least 90 days after they become due or if it shall become illegal for 21st Services to continue to act as Master Servicer, it shall be entitled to resign by giving written notice to United and the Trustee. (e) 21st Services shall be entitled to a fee for its services and reimbursement for its expenses as provided in the Pooling and Servicing Agreement. In addition21st Services shall also be entitled to additional fees for life expectancy analysis, tracking of insureds and claim filing, which fees shall be paid in addition to and in accordance with the monthly Master Servicer's Fee schedule in the Pooling and Servicing Agreement. (f) 21st Services shall perform all services in Exhibit A attached hereto. (g) 21st Services shall also receive an underwriting/closing fee from Capital on each Closing Date of .3% of each insurance policy's face value of the Senior Insurance Settlements purchased by Capital. (h) Capital shall grant to 21st Services a right entitling 21st Services to receive five (5% %) percent of the Trust's assets remaining in Tranche I and Tranche II of the Trust, respectively, after all interest and principal payments have been made to certificateholders. Such right shall vest at the rate of 12.5% and 10% per year for Tranche I and Tranche II, respectively. If either Tranche is redeemed prior to maturity, such rights shall vest automaticallyCertificateholders. (f) United will pay 21st Services a fee of .30% of the face amount of each policy purchased by United. (gi) The Subservicer shall provide 21st Services with the Closing Date Reports, the Subservicer's Semi-Annual Certificate, and the Subservicer's Annual Certificate as provided in Sections 3.4(a), 3.4(c), ) and 3.5 of the Pooling and Servicing Agreement. Such reports shall accurately reflect the transactions involving the Senior Insurance Settlements, and 21st Services shall maintain such reports such that at any time 21st Services can properly perform the duties of the Subservicer in the event it is appointed as a Successor Servicer. (hj) The Subservicer shall provide 21st Services a copy of the computer software used by the Subservicer in servicing the Senior Insurance Settlements, and 21st Services shall maintain such software. (ik) The Subservicer shall provide the Trustee 21st Services on each Closing Date all data relating to the Senior Insurance Settlements transferred from Capital to the Trust, and 21st Services shall maintain such data, such that at all times the records of 21st Services will accurately reflect the transactions involving the Senior Insurance Settlements and accurately match the data available on the Subservicer's computer and in the Subservicer's possession. (jl) The Subservicer shall provide 21st Services with true copies of the Daily and Weekly Reports provided for in Section 3.4(b) of the Pooling and Servicing Agreement, and 21st Services shall generate reports of its accounts accurately reflecting the information provided by Subservicer in the Daily and Weekly Reports. (km) The Subservicer shall make arrangements with the Lockbox Bank under which 21st Services shall receive a copy of each lockbox remittance report and all other statements relating to the Lockbox Account at the same time such items are provided to thethe Subservicer. The term "Lockbox Bank" refers to The Chase Manhattan Bank or any successor bank holding the Lockbox Account.