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

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Mortgage Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by receives the resignation of the Servicer and evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Indenture Trustee. The Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall as promptly as possible after notify the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)Rating Agencies, and such Successor Servicer shall accept its appointment by a written assumption except as otherwise provided in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Servicerthis Section 7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, provided the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (creceives 20 days’ prior written notice) Upon its appointment, the Successor Servicer or another successor servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereofof this Agreement. The Indenture Trustee or another successor servicer and the Indenture Trustee shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee or any other successor servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and all references in this Agreement only to the Servicer extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Indenture Trustee. Furthermore, neither the Indenture Trustee nor any successor servicer shall be deemed obligated to refer to fund any resulting discrepancy or shortfall in the Successor Servicer. (d) In connection with any Termination NoticeCollection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such provide the successor servicer with an officer’s certificate that contains: (i) a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment complete description of all amounts owing to the Noteholders Events of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced Default by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this the Agreement shall automatically cease and terminate upon termination of which a Responsible Officer of the Trust pursuant to Article IX of the Trust AgreementIndenture Trustee has actual knowledge, which have not been fully cured and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of (ii) confirmation that the Servicer as attorney-in-fact or otherwise, all documents Remittance Report and other instruments, the reports described in Sections 5.09 and to do and accomplish all other acts or things necessary or appropriate to effect 5.10 have been timely filed by the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsIndenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In Mortgage Loans shall itself become, or shall with the event that a Successor Servicer has not been appointed or has not accepted its appointment at consent of the time when the Servicer ceases to act as Servicer, Enhancer appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint at the direction of the Enhancer or, if the Enhancer fails to make such direction, petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or resigns pursuant to 6.04 herein, 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 Indenture Trustee or until a date mutually previously agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and . The Indenture Trustee will immediately assume all references in this Agreement to obligations of the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Noticemake Delinquency Advances. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, any Eligible established housing and home finance institution, bank or other home equity loan or home equity loan servicer which has been designated as an approved seller-servicer by FNMA or FHLMC for first and second home equity loans and having a net worth of not less than $50,000,000 (or such lower level as may be acceptable to the Insurer) as determined in accordance with generally accepted accounting practices as the successor to the Servicer submitting hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such a bid as a Successor successor Servicer orshall be acceptable to the Insurer, as provided in subsection 6.2(a), the Successor Servicer nominated evidenced by the TransferorInsurer's prior written consent; and provided, for servicing compensation further, that the appointment of any such successor Servicer will not result in excess the qualification, reduction or withdrawal of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable ratings assigned to the holders Notes by the Rating Agencies. Pending appointment of the Transferor Interest after payment of all amounts owing a successor to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, unless the portion Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Equity Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.12 herein (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the Collections predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.06 herein or to indemnify any party pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Home Equity Loans for the benefit of the Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority its officers, employees and power granted agents to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 same extent that compliance with this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary is so required pursuant to protect its interestsSection 3.17 herein.

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by receives the resignation of the Servicer and evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Indenture Trustee. The Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall as promptly as possible after notify the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)Rating Agencies, and such Successor Servicer shall accept its appointment by a written assumption except as otherwise provided in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Servicerthis Section 7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, provided the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (creceives 20 days’ prior written notice) Upon its appointment, the Successor Servicer or another successor servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereofof this Agreement. The Indenture Trustee or another successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee or any other successor servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and only to the extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Indenture Trustee. Furthermore, neither the Indenture Trustee nor any successor servicer shall be obligated to fund any resulting discrepancy or shortfall in the Collection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee shall provide the successor servicer with an officer’s certificate that contains: (i) a complete description of all references Events of Default by the Servicer under the Agreement of which a Responsible Officer of the Indenture Trustee has actual knowledge, which have not been fully cured and (ii) confirmation that the Servicer Remittance Report and the reports described in Sections 5.09 and 5.10 have been timely filed by the Servicer with the Indenture Trustee. (i) In the event that any successor servicer is terminated or resigns pursuant to this Agreement or otherwise becomes unable to perform its obligations under this Agreement, the Indenture Trustee will appoint a successor servicer in accordance with the provisions of this Section 7.02; provided, that any successor servicer, shall satisfy the requirements set forth in Section 7.02(b) and shall be approved by the Rating Agencies. (b) Any successor servicer hereunder (other than the Indenture Trustee) shall be a housing and home finance institution, bank or mortgage servicing institution which has been designated as an approved seller-servicer by ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, having equity of not less than $5,000,000 as determined in accordance with GAAP, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Indenture Trustee is the successor servicer, it shall be deemed to refer entitled to the Successor Servicersame Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. (d) In connection with any Termination Notice, the The Indenture Trustee will review and any bids which it obtains from Eligible Servicers and successor servicer shall take such action, consistent with this Agreement, as shall be permitted necessary to appoint effectuate any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 rightssuccession. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor servicer in effecting the termination of the Servicer’s servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee, or such successor servicer, as applicable, at the Servicer’s cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer’s functions hereunder and shall promptly also transfer to the Indenture Trustee, or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans, including without limitation all Liquidation Proceeds and Insurance Proceeds, and payments of insurance deductible amounts by the Servicer pursuant to Section 5.04(b) with respect to all insurance claims arising during the Servicer’s tenure. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee or a successor servicer, as applicable, and remitted directly to the Indenture Trustee (or, at the direction of the Indenture Trustee, to any other successor servicer). Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the Servicer to conduct servicing of deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the ReceivablesServicer hereunder. The Servicer shall transfer not resign as Servicer until a successor servicer has been appointed. (e) In the event that the Servicer is terminated hereunder and no successor servicer has been appointed hereunder, the Indenture Trustee may appoint a successor servicer (which may be an affiliate of the Indenture Trustee) or petition a court of competent jurisdiction to appoint a successor servicer. Pending appointment of such a successor servicer hereunder, the Indenture Trustee shall be the successor servicer and act in such capacity; provided, however, that the Indenture Trustee, in its electronic records relating capacity as successor servicer pending appointment of another successor servicer, (i) shall be obligated to make Delinquency Advances or Servicing Advances only to the Receivables extent that the Indenture Trustee deems such advances to be recoverable, (ii) shall be obligated to make Compensating Interest payments in respect of any Payment Date only to the Transferor extent of any Servicing Fee received by the Indenture Trustee in respect of such Payment Date, (iii) shall not be obligated to perform any other duties or obligations of the Servicer hereunder until the Indenture Trustee has received all servicing records and files from the predecessor servicer and in no event later than 90 days following the termination of the Servicer; provided, however, the Indenture Trustee shall use its designee reasonable efforts to perform the duties and obligations of the Servicer prior to the end of such 90 day period, (iv) shall not be obligated to perform any of the administrative duties specified in Section 5.23 hereof, and (v) shall be entitled to payment of all Servicing Compensation. In connection with any appointment and assumption of duties of a successor servicer, the Indenture Trustee may make such electronic form arrangements for the compensation of such successor servicer out of payments on Mortgage Loans; provided, however, that such compensation may not be in excess of that permitted the Servicer pursuant to Section 5.08, together with other Servicing Compensation. The Servicer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as it may reasonably request shall be necessary to effectuate any such succession. (f) In the event the Indenture Trustee, or any successor servicer incurs out-of-pocket expenses other than Servicing Advances or Delinquency Advances in connection with the transfer of servicing hereunder, which expenses are required to be borne by the Servicer hereunder, and such expenses are not promptly reimbursed by the Servicer or recoverable out of amounts reimbursable to the Servicer out of the Collection Account, the Indenture Trustee shall transfer all other records, correspondence and documents make such reimbursement to it the applicable party out of funds in the manner Payment Account on any Payment Date after all Payments to Noteholders on such Payment Date have been made but before any distribution to the Certificateholders. The right of the Indenture Trustee to reimbursement from the Payment Account for any of the Indenture Trustee’s costs and expenses in connection with the transfer of any servicing hereunder shall be in addition to any rights of the Indenture Trustee to indemnification and reimbursement under the Indenture. (g) In the event that the Servicer is terminated or resigns hereunder, and at such times as it time the Servicer has made unreimbursed Delinquency Advances or Servicing Advances out of its own funds, (i) any such Delinquency Advances or Servicing Advances shall reasonably request. To be allocated by the successor servicer in whole or in part to specific Mortgage Loans which are delinquent at the time of the transfer of servicing, which allocation shall be based on loan-level accounts of the portion of each Delinquency Advance or Servicing Advance which has been funded by the Servicer from its own funds consistently maintained by the former Servicer, or, if no such accounts exist, then in the successor servicer’s discretion; (ii) following the transfer of servicing, the successor servicer shall reimburse the former Servicer for such Delinquency Advances and Servicing Advances in accordance with the allocations determined in accordance with clause (i) above only out of the proceeds of the Mortgage Loans to which they relate and otherwise subject to Section 5.03, or, to the extent that compliance the successor servicer determines any such Delinquency Advance or Servicing Advance to be a Nonrecoverable Advance, out of any funds in the Collection Account. (h) In connection with this Section 6.2 shall require the termination or resignation of the Servicer hereunder, the successor Servicer shall represent and warrant that it is a member of MERS in good standing and shall agree to disclose comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing the MERS System to be revised to reflect the transfer of servicing to the Transferor information of any kind which the successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection as necessary under MERS’ rules and confidentiality agreements as the Servicer shall deem necessary to protect its interestsregulations.

Indenture Trustee to Act; Appointment of Successor. (a) On and after From the receipt by time the Servicer of a Termination Notice pursuant to Section 6.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer (and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected if notice is sent by the Indenture Trustee as the Successor Servicer. In the event that Holders) receives a Successor Servicer has not been appointed notice of termination pursuant to Section 6.01 or has not accepted its appointment at the time when the Servicer ceases is permitted to act as Servicerresign pursuant to Section 5.04, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate (or agent such other successor Servicer as is approved in accordance with subsection 3.1(bthis Agreement) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and all references in this Agreement agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Indenture Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be deemed entitled to refer receive compensation out of payments on Mortgage Loans in an amount equal to the Successor Servicercompensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Indenture Trustee pursuant to Section 3.06, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Indenture Trustee (in which case the successor Servicer or the Indenture Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). (db) Any successor to the Servicer, including the Indenture Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Noteholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14. (c) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as a successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus related Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS’ rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an Assignment in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer (or, if the Indenture Trustee is the predecessor Servicer, the related initial Servicer) shall file or cause to be filed any such Assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer of servicing rights. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in such electronic form as it filing any Assignments that 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 be required under this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests6.02(c).

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.110.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a may obtain bids from any potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.01(b) and Section 5.7. (b) 7.06. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the Successor Servicer shall have (i) no liability with respect to any holder obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the Transferor Interest terminated Servicer and (ii) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be responsible entitled to such compensation, or may make such arrangements for payment the compensation of its portion the Successor Servicer out of Collections, as it and such Servicing Fee and all other Successor Servicer shall agree; provided, however, that no such amounts compensation shall be in excess of such the Trust Servicing FeeFee permitted to the Servicer pursuant to Section 4.02. Each holder of The Transferor agrees that if the Transferor Interest agrees that, if TRS (or any Successor Servicer) Servicer is terminated as Servicer hereunder, the it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related this Agreement shall be reduced by an amount sufficient to pay the Transferor’s its share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX VIII of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after Within 90 days of the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 6.1, the Servicer shall continue 6.01 or sends a notice pursuant to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving clause (i) of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerSection 5.04, the Indenture Trustee without further action shall automatically be on behalf of the Bondholders and the Bond Insurer, or other successor appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and this Section 5.7. (b) Notwithstanding the foregoing6.02, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer with respect to servicing functions in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, and all references including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be deemed required to refer make any Advances to the Successor Servicer. (d) In connection with any Termination Noticeextent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any Eligible established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Master Servicer submitting hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; PROVIDED that the appointment of any such a bid as a Successor successor Master Servicer orshall be acceptable to the Bond Insurer, as provided in subsection 6.2(a), the Successor Servicer nominated evidenced by the TransferorBond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, for servicing compensation not in excess reduction or withdrawal of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable ratings assigned to the holders of the Transferor Interest after payment of all amounts owing Class A Bonds without regard to the Noteholders Bond Insurance Policy or the Class B Bonds by the Rating Agencies. Pending appointment of such Series with respect a successor to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Master Servicer hereunder, unless the portion of Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Collections Indenture Trustee shall act in respect of Finance Charge Receivables that such holder is 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 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share liability of the compensation of the Successor Servicer. (e) All authority and power granted to the predecessor Master Servicer which may have arisen under this Servicing Agreement shall automatically cease and terminate upon prior to its termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andas Master Servicer (including, without limitation, the Transferor obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), 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 Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is hereby authorized acting as successor Master Servicer, shall represent and empowered warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this Section 6.02. The successor Master Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting the termination Indenture Trustee promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On -------------------------------------------------- and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.110.01, 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 Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or until a date mutually agreed upon accompanied by the consents required by Section 9.04, or the Servicer and is removed as Servicer pursuant to this Article X, then, subject to Section 4.08, the Indenture Trustee. The Indenture Trustee , with the consent of the Majority Securityholders, shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right Rating Agencies to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the successor Servicer shall not be liable for any holder actions of any Servicer prior to it; provided further, however, that if a successor Servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer and shall assume the responsibilities of the Transferor Interest Servicer hereunder. In the event that the Indenture Trustee assumed the responsibilities of Servicer pursuant to this Section 10.02, the Indenture Trustee will become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The successor Servicer shall be responsible for payment of its portion of such obligated to make Servicing Advances hereunder. As compensation therefor, the successor Servicer appointed pursuant to this Section 10.02, shall be entitled to all Servicing Compensation as provided in this Agreement. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the prior Servicer after its removal or resignation shall be endorsed by it to the Indenture Trustee and all other such amounts in excess of such Servicing Fee. Each holder remitted directly to the Indenture Trustee or, at the direction of the Transferor Interest agrees thatIndenture Trustee, if TRS (or any Successor to the successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the . The compensation of the Successor Servicer. any successor Servicer (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincluding, without limitation, the Transferor Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is hereby authorized required to solicit bids to appoint a successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and empowered home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor Servicer shall be entitled to execute and deliver, on behalf the full amount of the Servicer as attorney-in-fact or otherwiseServicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, all documents the Indenture Trustee shall negotiate and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rightsrights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the successor Servicer. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession of a successor Servicer. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by the applicable party to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the prior Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions relating to the Receivables prior Servicer imposed by any regulatory authority having jurisdiction over the prior Servicer. No appointment of a successor Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Transferor or its designee Issuer and the Seller and, except in the case of the appointment of the Indenture Trustee as successor Servicer (when no consent shall be required), the Seller, the Majority Securityholders and the Issuer shall have consented thereto. Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act as Servicer hereunder as hereinabove provided. In connection with such electronic form appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer as it may reasonably request and such successor Servicer shall transfer all other recordsagree; provided, correspondence and documents to it however, that no such compensation shall be in excess of the Servicing Compensation in the manner and at such times form of assumption fees, late payment charges or otherwise as it shall reasonably request. To the extent that compliance with provided in this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsAgreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Advances on Mortgage Loans under Section 4.01(d) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer, including the obligations to make Advances which have been or will be required to be made, by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or until a date mutually agreed upon by the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement (other than Advances deemed recoverable and not previously made), (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee. The Indenture Trustee shall , in its capacity as promptly as possible after successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the giving representations and warranties of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, if the Indenture Trustee shallis (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; and provided that the appointment of any such successor Servicer will not result in a Rating Event. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall notify each Note Rating Agencytake such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Owner Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the Transferor lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Administrator upon Mortgage Loans for the removal benefit of the Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and upon a fidelity bond in respect of its officers, employees and agents to the appointment of a Successor Servicersame extent as the Servicer is so required pursuant to Section 3.13. (c) Upon Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its appointment, duties hereunder if the Successor predecessor Servicer shall be the successor in all respects fail to deliver any required deposit to the Servicer Custodial Account or otherwise cooperate with respect to any required servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicertransfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Mortgage Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.19.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee Issuer shall select, as promptly as possible after the giving of a Termination Notice appoint Notice, and the Indenture Trustee shall appoint, an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorIssuer. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action automatically shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee Issuer shall, if it the Indenture Trustee is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice. Notwithstanding the foregoing, or anything in this Section 9.03 to the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a)contrary, the Successor Servicer nominated by the Transferor, shall have no responsibility or obligation (i) for servicing compensation not in excess any representation or warranty of the Servicing Fee plus predecessor Servicer or any other Successor Servicer hereunder or (ii) for any act or omission of either a predecessor or any other Successor Servicer. The Indenture Trustee may conduct any activity required of it as Servicer hereunder through an Affiliate or through an agent. Neither the sum of the amounts with respect Indenture Trustee nor any other Successor Servicer shall be deemed to each Series and with respect to each Payment Date equal be in default hereunder due to any Finance Charge Collections allocable act or omission of a predecessor Servicer, including but not limited to Noteholders of such Series which are payable failure to timely deliver to the holders of the Transferor Interest after payment of all amounts owing Indenture Trustee any instructions pursuant to the Noteholders of such Series with respect to such Payment Date or Section 4.02, any funds required to be deposited in with or transferred to the applicable Issuer Accounts Indenture Trustee, or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment breach of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled duty to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicercooperate with a Service Transfer. (ec) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust this Agreement pursuant to Article IX of the Trust AgreementSection 10.01, and shall pass to and be vested in the Transferor andTransferor, without limitation, and the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the ReceivablesReceivables and the other Transferred Assets. The Servicer shall transfer its electronic records relating to the Receivables and the other Transferred Assets to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.110.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a may obtain bids from any potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.01(b) and Section 5.7. (b) 7.06. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the Successor Servicer shall have (i) no liability with respect to any holder obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the Transferor Interest terminated Servicer and (ii) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be responsible entitled to such compensation, or may make such arrangements for payment the compensation of its portion the Successor Servicer out of Collections, as it and such Servicing Fee and all other Successor Servicer shall agree; provided, however, that no such amounts compensation shall be in excess of such the Trust Servicing FeeFee permitted to the Servicer pursuant to Section 4.02. Each holder of Transferor agrees that if the Transferor Interest agrees that, if TRS (or any Successor Servicer) Servicer is terminated as Servicer hereunder, the it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related this Agreement shall be reduced by an amount sufficient to pay the Transferor’s its share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX VIII of the Trust Agreement, and shall pass to and be vested in the applicable Transferor and, without limitation, the applicable Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the applicable Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the applicable Transferor 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 6.2 shall require the Servicer to disclose to the applicable Transferor information of any kind which the Servicer deems to be confidential, the applicable Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and Indenture Trustee; however, the parties acknowledge and agree that the Indenture TrusteeTrustee will not be obligated to designate or agree to a date prior to the date on which a Successor Servicer appointed in accordance with this Section 7.02 is willing to accept its appointment. The Indenture Trustee shall shall, as promptly as possible after the giving of a Termination Notice Notice, appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate of Indenture Trustee or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating AgencyAgency and each Enhancement Provider, if any, entitled thereto pursuant to the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and applicable Indenture Supplement upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities (except for liabilities arising during the period of time when the prior Servicer was performing and acting as Servicer) relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Monthly Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of Fees for all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateSeries; provided, however, that any holder the Holder of the Transferor Interest shall be responsible for payment of its the portion of such aggregate Monthly Servicing Fee Fees allocable to the Holder of Transferor Interest and all other that no such amounts monthly compensation paid out of Collections shall be in excess of such aggregate Monthly Servicing FeeFees. Each holder Holder of the Transferor Interest agrees that, if TRS FNBO (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is Holders of Transferor Interest are entitled to receive pursuant to this Agreement or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay their share (determined by reference to the Transferor’s share Indenture Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of Issuer pursuant to the Trust pursuant to Article IX of the Trust Agreement, Agreement and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in such electronic form as it Transferor may reasonably request and shall transfer all other records, correspondence and documents to it Transferor in the manner and at such times as it Transferor shall reasonably request. To the extent that compliance with this Section 6.2 7.02 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests. (e) Nothing in this Agreement shall be construed to require any Successor Servicer to assume or succeed to any duty or obligation of Transferor.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.110.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a may obtain bids from any potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.01(b) and Section 5.7. (b) 7.06. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the Successor Servicer shall have (i) no liability with respect to any holder obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the Transferor Interest terminated Servicer and (ii) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be responsible entitled to such compensation, or may make such arrangements for payment the compensation of its portion the Successor Servicer out of Collections, as it and such Servicing Fee and all other Successor Servicer shall agree; provided, however, that no such amounts compensation shall be in excess of such the Trust Servicing FeeFee permitted to the Servicer pursuant to Section 4.02 unless consented to by the Majority Holders. Each holder In no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Transferor Interest agrees that, if TRS (or Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer) Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for herein. The Transferor agrees that if the Servicer is terminated as Servicer hereunder, the it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related this Agreement shall be reduced by an amount sufficient to pay the Transferor’s its share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX VIII of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.16.01(a), the Servicer shall will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall will as promptly as possible practicable after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall will accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer. The Indenture Trustee Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(a). At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and Section 5.7. (b) upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shallwill, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution Person qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify will give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything herein to the contrary, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Person to act as Successor Servicer under this Agreement and the transactions contemplated hereby. (cb) Upon its appointment, the Successor Servicer shall will be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall will be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall will be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of any Series Enhancement Agreement. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to may appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Finance Charge Interest Collections allocable to the Noteholders of such Series which are payable to the Owner Trustee for distribution to the holders of the Transferor Interest in accordance with the Trust Agreement after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Series Enhancement Agreement; provided, however, that any holder the holders of the Transferor Interest shall will be responsible for payment of its the Transferor’s portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees. Each holder of the Transferor Interest agrees that, if TRS Ford Credit (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Interest Collections in respect of Finance Charge Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement shall Indenture Supplement will be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall will automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX Section 8.01 of the Trust Agreement, and shall will pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall will transfer its electronic records relating to the Receivables to the Transferor Ford Credit or its designee in such electronic form as it may reasonably request and shall will transfer all other records, correspondence and documents to it in the manner and at such times as it shall may reasonably request. To the extent that compliance with this Section 6.2 shall require requires the Successor Servicer to disclose to the Transferor Ford Credit information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to Ford Credit will enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall may deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice 7.01 or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by receives the resignation of the Servicer and evidenced by an Opinion of Counsel (if required) pursuant to Section 5.21, or the Indenture Trustee. The Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption otherwise provided in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerSection 7.01, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to hereof arising on or after the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess date of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Datesuccession; provided, however, that the Indenture Trustee shall not be liable for any holder actions or the representations and warranties of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee any Servicer prior to it and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincluding, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as attorney-in-fact successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer. (b) Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or otherwiseshall, if it is unable to so act or if the Majority Noteholders with the consent of the Note Insurer or the Note Insurer so requests in writing to the Indenture Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Insurer or the Note Insurer, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in Section 7.02(c), or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution acceptable to the Note Insurer that has a net worth of not less than $15,000,000 as the successor to the Servicer hereunder in the assumption of all documents or any part of the responsibilities, duties or liabilities of the Servicer hereunder. (c) In the event the Indenture Trustee is the successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other instrumentsfunds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor servicer shall be entitled to do the full amount of the aggregate Servicing Fees hereunder as servicing compensation, together with the other Servicing Compensation. Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and accomplish all other acts or things necessary or appropriate to effect the purposes sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rightsrights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the Servicer to conduct servicing deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Servicer under this Agreement shall be effective until the ReceivablesIndenture Trustee and the Note Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Insurer, the Depositor, and to each Noteholder. The Indenture Trustee shall not resign as Servicer until a successor Servicer reasonably acceptable to the Note Insurer has been appointed. The Note Insurer shall have the right to remove the Indenture Trustee as successor Servicer under this Section 7.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Insurer. (e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 5.08, together with other Servicing Compensation. The Servicer, the Indenture Trustee and such successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in take such electronic form as it may reasonably request and shall transfer all other recordsaction, correspondence and documents to it in the manner and at such times as it shall reasonably request. To the extent that compliance consistent with this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidentialAgreement, the Transferor as shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestseffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of the Back-up Servicing Agreement), and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the Issuer Loan Trustee for the benefit of the Issuer, the Indenture Trustee, the Back-up Servicer, the Custodian and each Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by receives the resignation of the Servicer and evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Indenture Trustee. The Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall as promptly as possible after notify the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)Rating Agencies, and such Successor Servicer shall accept its appointment by a written assumption except as otherwise provided in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Servicerthis Section 7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, provided the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (creceives 20 days’ prior written notice) Upon its appointment, the Successor Servicer or another successor servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereof, of this Agreement. The Indenture Trustee or another successor servicer and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall take such action, consistent with this Agreement, as shall be permitted necessary to appoint effect any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), succession. If the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (Indenture Trustee or any Successor Servicer) other successor servicer is terminated acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the portion occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Collections Servicer as provided in respect of Finance Charge Receivables this Section 7.02, provided that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share Indenture Trustee receives all of the compensation necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination Mortgage Loans as of the Trust pursuant date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincur any expenses or costs (including, without limitation, legal fees and the Transferor is hereby authorized preparation and empowered to execute and deliver, on behalf recording of all intervening assignments of mortgage) in connection with the 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 rightsof the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor Indenture Trustee or its designee in such electronic form any other successor servicer, as it may reasonably request and shall transfer all other recordssuccessor servicer, 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required obligated to enter into such customary licensing, security, data protection pay Compensating Interest pursuant to Section 6.05 in any event and confidentiality agreements as the Servicer shall deem necessary to protect its interests.make Delinquency Advances pursuant to Section

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.110.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a may obtain bids from any potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.01(b) and Section 5.7. (b) 7.06. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the Successor Servicer shall have (i) no liability with respect to any holder obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the Transferor Interest terminated Servicer and (ii) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be responsible entitled to such compensation, or may make such arrangements for payment the compensation of its portion the Successor Servicer out of Collections, as it and such Servicing Fee and all other Successor Servicer shall agree; provided, however, that no such amounts compensation shall be in excess of such the Trust Servicing FeeFee permitted to the Servicer pursuant to Section 4.02. Each holder of Transferor agrees that if the Transferor Interest agrees that, if TRS (or any Successor Servicer) Servicer is terminated as Servicer hereunder, the it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related this Agreement shall be reduced by an amount sufficient to pay the Transferor’s its share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX VIII of the Trust Agreement, and shall pass to and be vested in the applicable Transferor and, without limitation, the applicable Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the applicable Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the applicable Transferor 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 6.2 shall require the Servicer to disclose to the applicable Transferor information of any kind which the Servicer deems to be confidential, the applicable Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement and the 2024-1A SUBI Servicing Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (at the written direction of the Required Noteholders in the case of a Successor Servicer that is not the Back-up Servicer or the Indenture Trustee) an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunderhereunder and under the 2024-1A SUBI Servicing Agreement. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and the 2024-1A SUBI Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of this Agreement, the Back-up Servicing Agreement or the 2024-1A SUBI Servicing Agreement), and all references in this Agreement to the Servicer (including 2024-1A SUBI Servicer) shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the 2024-1A SUBI Trustee, the Indenture Trustee, the Back-up Servicer and each Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.110.01, 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 Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or until a date mutually agreed upon accompanied by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)consents required by Section 9.04, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases is removed as servicer pursuant to act as Servicerthis Article X, then, subject to Section 4.08, the Indenture Trustee without further action shall automatically be appointed appoint a successor servicer acceptable to the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations Securities Insurer to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the successor servicer shall not be liable for any holder actions of the Transferor Interest shall any servicer prior to it; provided further, however, that if a successor servicer cannot be responsible for payment of its portion of such Servicing Fee and all other such amounts retained in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereundera timely manner, the portion of Indenture Trustee shall act as successor servicer. In the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay event the Transferor’s share of Indenture Trustee assumes the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf responsibilities of the Servicer pursuant to this Section 10.02, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as attorney-in-fact or otherwiseServicer hereunder or, all documents alternatively, shall retain an agent who is so licensed, qualified and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of in good standing in any such transfer of servicing rightsMortgaged Property State. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor successor servicer shall be required obligated to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.make Servicing Advances

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Collections of Finance Charge Collections Receivables allocable to Noteholders of such Series which are payable to the holders Holders of the Transferor Interest Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that any holder the Holders of the Transferor Interest Certificates shall be responsible for payment of its the Transferor’s portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees. Each holder Holder of the Transferor Interest Transferor’s Certificates agrees that, (i) if TRS Sterling (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerServicer and (ii) if a Servicer Default has occurred and is continuing, the remaining Collections that the Transferor is entitled to receive pursuant thereto shall be reduced, if necessary, by an amount sufficient to pay any amounts due and unpaid to the Indenture Trustee pursuant to Section 6.07 of the Indenture. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall shall, as promptly as possible after the giving of a Termination Notice Notice, appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate of Indenture Trustee or agent in accordance with subsection Section 3.1(b) and Section 5.7. (b) . Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating AgencyAgency and each Enhancement Provider, if any, entitled thereto pursuant to the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and applicable Indenture Supplement upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities (except for liabilities arising during the period of time when the prior Servicer was performing and acting as Servicer) relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer. Any successor Servicer or, as shall be entitled to compensation equal to the greater of (a) the aggregate Servicing Fees for all Series or (b) the lowest of the servicing fee bids obtained by Indenture Trustee from third-party servicers selected by Indenture Trustee; provided in subsection 6.2(a), that the Successor Servicer nominated by Indenture Trustee shall use its best efforts to obtain bids from not less than three third-party servicers if the Transferor, for servicing compensation not in excess of shall be greater than the aggregate Servicing Fee plus the sum of the amounts with respect to each Series Fees for all Series; and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder the Holder of the Transferor Interest shall be responsible for payment of its the portion of such Servicing Fee and all other such amounts compensation of the Successor Servicer allocable to the Holder of the Transferor Interest, including any portion thereof in excess of such the aggregate Servicing FeeFees for all Series. Each holder Holder of the Transferor Interest agrees that, if TRS WFCB (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder Transferor is entitled to receive pursuant to this Agreement or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s share (determined by reference to the Indenture Supplements with respect to any outstanding Series) of the compensation of the Successor ServicerServicer and, without duplication, any compensation of the Successor Servicer in excess of the initial aggregate Servicing Fees for all Series. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of Issuer pursuant to the Trust pursuant to Article IX of the Trust Agreement, Agreement and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in such electronic form as it Transferor may reasonably request and shall transfer all other records, correspondence and documents to it Transferor in the manner and at such times as it Transferor shall reasonably request. To the extent that compliance with this Section 6.2 7.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Home Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Home Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Credit Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Home Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Home Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Home Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Home Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Home Loan or servicing of such Home Loan on the MERS(R)System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.19.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.1(b) and Section 5.77.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a9.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 9.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) (i) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by receives the resignation of the Servicer and evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Indenture Trustee. The Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall as promptly as possible after notify the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)Rating Agencies, and such Successor Servicer shall accept its appointment by a written assumption except as otherwise provided in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Servicerthis Section 7.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, provided the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as receives 20 days’ prior written notice) or another successor servicer selected by the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer Insurer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, duties restrictions, duties, liabilities and liabilities termination provisions relating thereto placed on the Servicer by the terms and provisions hereofof this Agreement. The Indenture Trustee or another successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 7.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 7.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer prior to it. The Indenture Trustee, as successor servicer, or any other successor servicer shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make Delinquency Advances pursuant to Section 5.18 unless, and all references in this Agreement only to the Servicer extent the successor servicer determines reasonably and in good faith that such advances would not be recoverable from the proceeds of the related Mortgage Loan pursuant to Section 5.03, such determination to be evidenced by a certification of a Responsible Officer of the successor servicer delivered to the Note Insurer. Furthermore, neither the Indenture Trustee nor the successor servicer shall be deemed obligated to refer to fund any resulting discrepancy or shortfall in the Successor Servicer. (d) In connection with any Termination NoticeCollection Account. Upon the transfer of the servicing of the Mortgage Loans, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such provide the successor servicer with an officer’s certificate that contains: (i) a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment complete description of all amounts owing to the Noteholders Events of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced Default by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this the Agreement shall automatically cease and terminate upon termination of which a Responsible Officer of the Trust pursuant to Article IX of the Trust Agreement, Indenture Trustee has actual knowledge which have not been fully cured and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of (ii) confirmation that the Servicer as attorney-in-fact or otherwise, all documents Remittance Report and other instruments, the reports described in Sections 5.09 and to do and accomplish all other acts or things necessary or appropriate to effect 5.10 have been timely filed by the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsIndenture Trustee.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.16.01(a), the Servicer shall will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall will as promptly as possible practicable after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall will accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer. The Indenture Trustee Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(a). At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and Section 5.7. (b) upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer. Notwithstanding the foregoing, the Indenture Trustee shallwill, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution Person qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify will give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. Notwithstanding anything herein to the contrary, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Person to act as Successor Servicer under this Agreement and the transactions contemplated hereby. (cb) Upon its appointment, the Successor Servicer shall will be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall will be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall will be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of any Series Enhancement Agreement. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to may appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Finance Charge Interest Collections allocable to the Noteholders of such Series which are payable to the Owner Trustee for distribution to the holders of the Transferor Interest in accordance with the Trust Agreement after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Series Enhancement Agreement; provided, however, that any holder the holders of the Transferor Interest shall will be responsible for payment of its the Transferor's portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees. Each holder of the Transferor Interest agrees that, if TRS Ford Credit (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Interest Collections in respect of Finance Charge Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement shall Indenture Supplement will be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall will automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX Section 8.01 of the Trust Agreement, and shall will pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall will transfer its electronic records relating to the Receivables to the Transferor Ford Credit or its designee in such electronic form as it may reasonably request and shall will transfer all other records, correspondence and documents to it in the manner and at such times as it shall may reasonably request. To the extent that compliance with this Section 6.2 shall require requires the Successor Servicer to disclose to the Transferor Ford Credit information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to Ford Credit will enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall may deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.110.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or until a date mutually agreed upon accompanied by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)consents required by Section 9.4, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases is removed as servicer pursuant to act as Servicerthis Article X, then, subject to Section 4.7, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations appoint a successor servicer to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the successor servicer shall not be liable for any holder actions of any servicer prior to it; provided further, however, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Transferor Interest Servicer pursuant to this Section 10.2, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Loans prior to its date of appointment, and shall not be subject to any obligations to repurchase any Loans. The successor servicer shall be responsible for payment of its portion of such obligated to make Servicing Fee and all other such amounts in excess of such Servicing FeeAdvances hereunder. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunderAs compensation therefor, the portion of successor servicer appointed pursuant to the Collections in respect of Finance Charge Receivables that such holder is following paragraph, shall be entitled to all funds relating to the Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to any Related Agreement Section 5.1(c) as if the Servicer had continued to act as servicer hereunder, together with other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.1 and Section 7.3. Any collections received by the Servicer after removal or resignation shall be reduced endorsed by an amount sufficient it to pay the Transferor’s share Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of the Successor Servicer. any successor servicer (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincluding, without limitation, the Transferor Indenture Trustee) so appointed shall be the Servicing Fees, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is hereby authorized required to solicit bids to appoint a successor servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and empowered to execute home finance institutions, banks and delivermortgage servicing institutions that: (i) have a net worth of not less than $25,000,000, on behalf (ii) have a blanket fidelity bond and errors and omissions insurance coverage satisfying the requirements set forth in Section 4.3 and (iii) would not cause any rating of any Class of the Servicer Securities in effect immediately prior to such assignment to be qualified, downgraded or withdrawn, as attorney-in-fact or otherwiseevidenced by a letter from each Rating Agency to such effect. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, all documents the Indenture Trustee shall negotiate and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rightsrights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to conduct servicing deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except in the case of the Receivablesappointment of the Indenture Trustee as successor to the Servicer (when no consent shall be required). The Pending appointment of a successor to the Servicer hereunder, the Indenture Trustee shall act as servicer hereunder as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Loans as it and such successor servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.3, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in this Agreement. In connection with any transfer of servicing responsibilities pursuant to this Section 10.2, the successor Servicer shall transfer its electronic be responsible for all costs and expenses in connection with such transfer, other than the costs and expenses of transferring the files and records relating to the Receivables to Loans which shall be at the Transferor 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 6.2 shall require expense of the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsbeing replaced.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Advances on Mortgage Loans under Section 4.01(d) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer, including the obligations to make Advances which have been or will be required to be made, by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or until a date mutually agreed upon by the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement (other than Advances deemed recoverable and not previously made), (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee. The Indenture Trustee shall , in its capacity as promptly as possible after successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the giving representations and warranties of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, if the Indenture Trustee shallis (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; and provided that the appointment of any such successor Servicer will not result in a Rating Event (determined without regard to the Policy in the case of the Class A-5 Notes). Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall notify each Note Rating Agencytake such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Owner Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the Transferor lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Administrator upon Mortgage Loans for the removal benefit of the Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and upon a fidelity bond in respect of its officers, employees and agents to the appointment of a Successor Servicersame extent as the Servicer is so required pursuant to Section 3.13. (c) Upon Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its appointment, duties hereunder if the Successor predecessor Servicer shall be the successor in all respects fail to deliver any required deposit to the Servicer Custodial Account or otherwise cooperate with respect to any required servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicertransfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things instruments as may be necessary or appropriate desirable to effect the purposes a transfer of such transfer Mortgage Loan or servicing of servicing rightssuch Mortgage Loan on the MERS(R) System to the successor Servicer. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The predecessor Servicer shall transfer its electronic records relating file or cause to the Receivables to the Transferor or its designee in be filed any such electronic form as it may reasonably request and shall transfer all other records, correspondence and documents to it assignment in the manner and at such times as it shall reasonably request. To the extent that compliance with this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.appropriate recording

Indenture Trustee to Act; Appointment of Successor. (ai) On and after In the receipt by event of the resignation or termination of the Servicer of a Termination Notice pursuant to Section 6.14.1 or 4.2, the Servicer shall continue to perform all servicing functions under this Agreement until the date of effectiveness of the Servicer’s resignation pursuant to Section 4.2 or the date specified in the Termination Notice or Notice, as applicable, as otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Issuer shall promptly notify Indenture Trustee shall of any resignation of the Servicer pursuant to Section 4.2 and Indenture Trustee shall, as promptly as possible after receipt of such notice of resignation, or the giving of a Termination Notice Notice, as applicable, appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate of Indenture Trustee or agent in accordance with subsection 3.1(bSection 2.1(b) and Section 5.7. (b) 3.7. Notwithstanding the foregoing, the Indenture Trustee shall, if it is unwilling or legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating AgencyAgency and each Enhancement Provider, if any, entitled thereto pursuant to the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and applicable Indenture Supplement upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Monthly Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Collections of Finance Charge Collections Receivables allocable to Noteholders of such Series which are payable to the holders of the Transferor Transferors' Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDate and any amounts required to be paid to any Series Enhancer for such Series with respect to such Payment Date pursuant to the terms of any Enhancement Agreement; provided, however, that any holder the Holders of the Transferor Transferors' Interest shall be responsible for payment of its the Transferors' portion of such aggregate Monthly Servicing Fee Fees and all other such amounts in excess of such aggregate Monthly Servicing FeeFees. Each holder Holder of the Transferor Transferors' Interest agrees that, if TRS Conseco Bank (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is the Transferors are entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s Transferors' share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor Transferors and, without limitation, the Transferor is Transferors are hereby authorized and empowered to execute and deliver, on behalf of the Servicer Servicer, as attorneyattorneys-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 Servicer agrees to cooperate with the Transferor Transferors in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor Transferors or its designee their designees in such electronic form as it they may reasonably request and shall transfer all other records, correspondence and documents to it them in the manner and at such times as it they shall reasonably request. To the extent that compliance with this Section 6.2 shall require the Servicer to disclose to the Transferor Transferors information of any kind which the Servicer deems to be confidential, the Transferor Transferors shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after Upon the Master Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 6.1, the Servicer shall continue 8.01 or resignation pursuant to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerSection 7.04, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer with respect to servicing functions in its capacity as servicer under this Agreement Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement, and all references except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation 66 of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement to arising from the Servicer shall be deemed to refer to acts or omissions of the Successor previous Master Servicer. (d) In connection with any Termination Notice. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to appoint such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any Eligible Servicer submitting such established financial institution, having a bid as a Successor Servicer ornet worth of not less than $50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as provided in subsection 6.2(a)the successor to the Master Servicer under this Agreement. Pending appointment of any such successor Master Servicer, the Successor Servicer nominated by Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Transferor, Indenture Trustee may make such arrangements for servicing the compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders successor out of the Transferor Interest after payment of all amounts owing to the Noteholders of payments on Contracts it and such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Datesuccessor shall agree; provided, however, that any holder of the Transferor Interest no such compensation shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of that permitted the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Master Servicer under this Agreement shall automatically cease and terminate upon termination without the consent of the Trust pursuant to Article IX of the Trust Insurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestseffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.110.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a may obtain bids from any potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.01(b) and Section 5.7. (b) 7.06. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the Successor Servicer shall have (i) no liability with respect to any holder obligation which was required to be performed by the terminated Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the Transferor Interest terminated Servicer and (ii) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be responsible entitled to such compensation, or may make such arrangements for payment the compensation of its portion the Successor Servicer out of Collections, as it and such Servicing Fee and all other Successor Servicer shall agree; provided, however, that no such amounts compensation shall be in excess of such the Receivables Servicing FeeFee permitted to the Servicer pursuant to Section 4.02. Each holder of The Transferor agrees that if the Transferor Interest agrees that, if TRS (or any Successor Servicer) Servicer is terminated as Servicer hereunder, the it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related this Agreement shall be reduced by an amount sufficient to pay the Transferor’s its share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust Issuing Entity pursuant to Article IX VIII of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 10.02 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer occurrence of a Termination Notice Servicer Default pursuant to Section 6.17.1 or a resignation of the Servicer pursuant to Section 5.5, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall shall, as promptly as possible after the giving of a Servicer Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate of Indenture Trustee or agent in accordance with subsection Section 3.1(b) and Section 5.7. (b) . Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of credit card receivables as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating AgencyAgency and each Enhancement Provider, if any, entitled thereto pursuant to the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and applicable Indenture Supplement upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of each Indenture Supplement and the Indenture. (dc) In connection with any Termination Noticesuch appointment and assumption, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and Issuer shall be permitted entitled to appoint any Eligible Servicer submitting such a bid as a Successor Servicer orcompensation, as provided in subsection 6.2(a), or may make such arrangements for the compensation of the Successor Servicer nominated by the Transferorout of Collections, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series as it and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateSuccessor Servicer shall agree; provided, however, that any holder of the Transferor Interest no such compensation shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such the Monthly Servicing FeeFee permitted to the Servicer pursuant to Section 3.2. Each holder The Holder of the Transferor Interest agrees that, that if TRS (or any Successor Servicer) the Servicer is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related Agreement Section 8 of the related Indenture Supplement shall be reduced by an amount sufficient to pay its share (determined by reference to the Transferor’s share Indenture Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX of the Trust Agreement, Section 8.1 and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in such electronic form as it the Transferor may reasonably request and shall transfer all other records, correspondence and documents to it the Transferor in the manner and at such times as it the Transferor shall reasonably request. To the extent that compliance with this Section 6.2 7.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after Upon the Master Servicer's receipt by the Servicer of a Termination Notice notice of termination pursuant to Section 6.1, the Servicer shall continue 8.01 or resignation pursuant to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerSection 7.04, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Master Servicer with respect to servicing functions in its capacity as servicer under this Agreement Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereofof this Agreement, and all references except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer to indemnify or hold harmless any Person as set forth in this Agreement to arising from the Servicer acts or omissions of the previous Master Servicer. As compensation therefor, 73 the Indenture Trustee shall be deemed entitled to refer such compensation (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. If, however, a bankruptcy trustee or similar official has been appointed for the Successor Master Servicer. (d) In connection with any Termination Notice, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee, Insurer or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, the Indenture Trustee will review any bids which may, if it obtains from Eligible Servicers and shall be permitted unwilling to appoint act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any Eligible Servicer submitting such established financial institution, having a bid as a Successor Servicer ornet worth of not less than $50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as provided in subsection 6.2(a)the successor to the Master Servicer under this Agreement. Pending appointment of any such successor Master Servicer, the Successor Servicer nominated by Indenture Trustee shall act in such capacity as provided above. In connection with such appointment, the Transferor, Indenture Trustee may make such arrangements for servicing the compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders successor out of the Transferor Interest after payment of all amounts owing to the Noteholders of payments on Contracts it and such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Datesuccessor shall agree; provided, however, that any holder of the Transferor Interest no such compensation shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of that permitted the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Master Servicer under this Agreement shall automatically cease and terminate upon termination without the consent of the Trust pursuant to Article IX of the Trust Insurer. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestseffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.16.01, 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 Indenture Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), subject to the consent of any Enhancement Providers and any Agents, which consent shall not be unreasonably withheld, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate affiliate or agent in accordance with subsection 3.1(b) sections 3.01 and Section 5.7. (b) 5.07. Notwithstanding the foregoingabove, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer having a net worth of not less than $100,000,000 and whose regular business includes the servicing of wholesale receivables as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note immediately give notice to the Rating AgencyAgencies, the Owner Trustee, the Transferor any Enhancement Providers and the Administrator upon the removal of the Servicer any Agents and upon the appointment of a Successor Successor, Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (except that the Successor Servicer shall not be liable for any liabilities incurred by the predecessor Servicer), and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of any Enhancement Agreement. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus (provided that if all such bids exceed the sum Servicing Fee the Transferor at its own expense shall pay when due the amount of any compensation in excess of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateServicing Fee); provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such the Monthly Servicing Fee, and that no such monthly compensation paid out of Collections shall be in excess of the Monthly Servicing Fee permitted to the Servicer. Each holder The holders of the Transferor Interest agrees that, agree that if TRS Case Credit (or any Successor Servicer) is terminated as Servicer hereunder, the portion of Collections to be paid to the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement Transferor shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer under this Agreement and the transactions set forth or provided for therein. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of on the Trust pursuant to Article IX of the Trust AgreementTermination Date, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee in such electronic form as it the Transferor may reasonably request and shall transfer all other records, correspondence and documents to it the Transferor in the manner and at such times as it the Transferor shall reasonably request. To the extent that compliance with this Section 6.2 6.02 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and -------------------------------------------------- after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.110.01, 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 Indenture Trustee receives the resignation of the Servicer evidenced by an opinion of counsel or until a date mutually agreed upon accompanied by the consents required by Section 9.04, or the Servicer and is removed as Servicer pursuant to this Article X, then, subject to Section 4.08, the Indenture Trustee. The Indenture Trustee , with the consent of the Majority Securityholders, shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right Rating Agencies to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the successor Servicer shall not be liable for any holder actions of any Servicer prior to it; provided further, however, that if a successor Servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer and shall assume the responsibilities of the Transferor Interest Servicer hereunder. In the event that the Indenture Trustee assumed the responsibilities of Servicer pursuant to this Section 10.02, the Indenture Trustee will become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such Mortgaged Property State. The successor Servicer shall be responsible for payment of its portion of such obligated to make Servicing Advances hereunder. As compensation therefor, the successor Servicer appointed pursuant to this Section 10.02, shall be entitled to all Servicing Compensation as provided in this Agreement. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 10.01, but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the prior Servicer after its removal or resignation shall be endorsed by it to the Indenture Trustee and all other such amounts in excess of such Servicing Fee. Each holder remitted directly to the Indenture Trustee or, at the direction of the Transferor Interest agrees thatIndenture Trustee, if TRS (or any Successor to the successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the . The compensation of the Successor Servicer. any successor Servicer (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincluding, without limitation, the Transferor Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is hereby authorized required to solicit bids to appoint a successor Servicer, the Indenture Trustee shall solicit, by public announcement, bids from housing and empowered home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in Section 9.04(b)(ii) above. Such public announcement shall specify that the successor Servicer shall be entitled to execute and deliver, on behalf the full amount of the Servicer as attorney-in-fact or otherwiseServicing Fee and Servicing Compensation provided for herein. Within thirty days after any such public announcement, all documents the Indenture Trustee shall negotiate and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rightsrights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the successor Servicer. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession of a successor Servicer. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by the applicable party to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (i) the failure of the prior Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions relating to the Receivables prior Servicer imposed by any regulatory authority having jurisdiction over the prior Servicer. No appointment of a successor Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Transferor or its designee Issuer and the Seller and, except in the case of the appointment of the Indenture Trustee as successor Servicer (when no consent shall be required), the Seller, the Majority Securityholders and the Issuer shall have consented thereto. Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act as Servicer hereunder as hereinabove provided. In connection with such electronic form appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer as it may reasonably request and such successor Servicer shall transfer all other recordsagree; provided, correspondence and documents to it however, that no such compensation shall be in excess of the Servicing Compensation in the manner and at such times form of assumption fees, late payment charges or otherwise as it shall reasonably request. To the extent that compliance with provided in this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsAgreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 above or sends a notice pursuant to Section 6.04 hereof, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Master Servicer to make advances on Mortgage Loans under Section 3.02(b) hereof and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Master Servicer being terminated to continue to perform all such servicing functions responsibilities (other than making advances on the Mortgage Loans under this Agreement until Section 3.02(b) hereof) as the date specified in Indenture Trustee deems appropriate. In such event, the Termination Notice or otherwise specified Master Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Master Servicer to discontinue providing such services, the date on which a successor servicer or until the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Master Servicer hereunder or the expiration of the 90 day period. The Master Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Master Servicer is obligated to provide such services as if no termination of the Master Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a date mutually agreed upon by the Servicer and notice of termination hereunder, (iii) require or obligate the Indenture Trustee. The Indenture Trustee shall , in its capacity as promptly as possible after successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer, or (v) be responsible for the giving representations and warranties of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Master Servicer. 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 ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, if the Indenture Trustee shallis (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Master Servicer, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer housing and home finance institution, or other mortgage loan servicer having a net worth of not less than $10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Master Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer’s prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Master Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 hereof (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01 hereof, to pay any deductible under an insurance policy pursuant to Section 3.04 hereof or to indemnify the Indenture Trustee pursuant to Section 6.06 hereof), 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 Indenture Trustee and such successor shall notify each Note Rating Agencytake such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Owner Indenture Trustee, in its capacity as successor Master Servicer, shall not be responsible for the Transferor lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Master Servicer as servicer shall during its term as Master Servicer (i) continue to service and administer the Administrator upon Mortgage Loans for the removal benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and upon a fidelity bond in respect of its officers, employees and agents to the appointment same extent as the Master Servicer is so required pursuant to Section 3.13 hereof and (iii) be bound by the terms of a Successor Servicerthe Insurance Agreement. (c) Upon Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its appointment, duties hereunder if the Successor predecessor Master Servicer shall be the successor in all respects fail to deliver any required deposit to the Servicer Custodial Account or otherwise cooperate with respect to any required servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicertransfer or succession hereunder. (d) [In connection with any Termination Noticethe termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Master Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Master Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Master Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.]

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement and the 2020-1A SUBI Servicing Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (at the written direction of the Required Noteholders in the case of a Successor Servicer that is not the Back-up Servicer or the Indenture Trustee) an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunderhereunder and under the 2020-1A SUBI Servicing Agreement. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and the 2020-1A SUBI Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of this Agreement, the Back-up Servicing Agreement or the 2020-1A SUBI Servicing Agreement), and all references in this Agreement to the Servicer (including 2020-1A SUBI Servicer) shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the 2020-1A SUBI Trustee, the Indenture Trustee, the Back-up Servicer and each Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement and the 2022-2B SUBI Servicing Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (at the written direction of the Required Noteholders in the case of a Successor Servicer that is not the Back-up Servicer or the Indenture Trustee) an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunderhereunder and under the 2022-2B SUBI Servicing Agreement. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and the 2022-2B SUBI Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of this Agreement, the Back-up Servicing Agreement or the 2022-2B SUBI Servicing Agreement), and all references in this Agreement to the Servicer (including 2022-2B SUBI Servicer) shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the 2022-2B SUBI Trustee, the Indenture Trustee, the Back-up Servicer and each Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make Servicer Advances on Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Servicer, including the obligations to make Servicer Advances which have been or will be required to be made, by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or until a date mutually agreed upon by the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement (other than Servicer Advances deemed recoverable and not previously made), (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee. The Indenture Trustee shall , in its capacity as promptly as possible after successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the giving representations and warranties of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerServicer would have been entitled to hereunder if no such notice of termination had been given. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, if the Indenture Trustee shallis (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the Successor successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; and provided that the appointment of any such successor Servicer will not result in a Rating Event. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall notify each Note Rating Agencytake such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Owner Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the Transferor lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Administrator upon Mortgage Loans for the removal benefit of the Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and upon a fidelity bond in respect of its officers, employees and agents to the appointment of a Successor Servicersame extent as the Servicer is so required pursuant to Section 3.13. (c) Upon Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its appointment, duties hereunder if the Successor predecessor Servicer shall be the successor in all respects fail to deliver any required deposit to the Servicer Custodial Account or otherwise cooperate with respect to any required servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicertransfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.19.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b4.1(b) and Section 5.77.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a9.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 9.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer acceptable to each Controlling Entity as a successor servicer (the “Successor Servicer”"SUCCESSOR SERVICER"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicereach Controlling Entity. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with 50 subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer; provided, however, if ▇▇▇▇▇ Fargo Bank Minnesota, National Association is the Successor Servicer, it shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer and (ii) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer with the consent of each Controlling Entity submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Monthly Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Collections of Finance Charge Collections and Administrative Receivables allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that any holder the Holders of the Transferor Interest Certificates shall be responsible for payment of its the Transferor's portion of such aggregate Monthly Servicing Fee Fees and all other such amounts amounts, including any amount of reasonable transition expenses not paid by the Servicer pursuant to subsection 7.01, in excess of such aggregate Monthly Servicing FeeFees. Each holder Holder of the Transferor Interest Transferor's Certificates agrees that, if TRS Household Finance Corporation (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge and Administrative Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.110.01 hereof, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or until a date mutually agreed upon accompanied by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”)consents required by Section 9.04 hereof, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases is removed as servicer pursuant to act as Servicerthis Article X, then, subject to Section 4.07 hereof, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations appoint a successor servicer to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the successor servicer shall not be liable for any holder actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Transferor Interest Servicer pursuant to this Section 10.02, the Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be responsible for payment of its portion of such obligated to make Servicing Fee and all other such amounts in excess of such Servicing FeeAdvances hereunder. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunderAs compensation therefor, the portion of successor servicer appointed pursuant to the Collections in respect of Finance Charge Receivables that such holder is following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Payment Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 7.03 hereof. The Servicer shall not be entitled to any Related Agreement termination fee if it is terminated pursuant to Section 10.01 hereof but shall be reduced entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by an amount sufficient the Servicer after removal or resignation shall be endorsed by it to pay the Transferor’s share Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of the Successor Servicer. any successor servicer (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincluding, without limitation, the Transferor Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is hereby authorized and empowered required to execute and deliversolicit bids to appoint a successor servicer, on behalf the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things shall be necessary or appropriate to effect the purposes of any such transfer of servicing rightssuccession. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to conduct servicing deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Owner Trustee and the Depositor and, except in the case of the Receivables. The Servicer shall transfer its electronic records relating appointment of the Indenture Trustee as successor to the Receivables Servicer (when no consent shall be required), the Depositor and the Majority Noteholders shall have consented thereto. Pending appointment of a successor to the Transferor or its designee in Servicer hereunder, the Indenture Trustee shall act as servicer hereunder as hereinabove provided. In connection with such electronic form appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Home Loans as it may reasonably request and such successor servicer shall transfer all agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.03 hereof, together with other records, correspondence and documents to it Servicing Compensation in the manner and at such times form of assumption fees, late payment charges or otherwise as it shall reasonably request. To the extent that compliance with provided in this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsAgreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Mortgage Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, and all references but in no event later than 90 days after the Indenture Trustee becomes successor Servicer. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer shall in its capacity as Seller under the Purchase Agreement, (ii) be deemed to refer responsible or accountable for any act or omission of the Servicer prior to the Successor issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer. , to purchase, repurchase or substitute any Mortgage Loan, (div) In connection fund any Additional Balances with respect to any Termination NoticeMortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any Eligible established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer submitting such a bid as a Successor Servicer or, as provided hereunder in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess assumption of all or any part of the Servicing Fee plus the sum responsibilities, duties or liabilities of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateServicer hereunder; provided, howeverthat any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any holder such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the Transferor Interest predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for payment the lack of information and/or documents that it cannot obtain through reasonable efforts. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated obligations as Servicer hereunder, the portion of the Collections hereunder and a fidelity bond in respect of Finance Charge Receivables that such holder its officers, employees and agents to the same extent as the Servicer is entitled to receive so required pursuant to any Related Agreement shall Section 3.13 and (iii) be reduced bound by an amount sufficient to pay the Transferor’s share terms of the compensation of the Successor ServicerInsurance Agreement. (ec) All authority and power granted Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact Custodial Account 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 Servicer agrees to otherwise cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct any required servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestssuccession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series, plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Collections of Finance Charge Collections and Administrative Receivables allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that any holder the Holders of the Transferor Interest Certificates shall be responsible for payment of its the Transferor’s portion of such aggregate Servicing Fee Fees and all other such amounts amounts, including any amount of reasonable transition expenses not paid by the Servicer pursuant to subsection 7.01, in excess of such aggregate Servicing FeeFees. Each holder Holder of the Transferor Interest Transferor’s Certificates agrees that, if TRS HSBC Finance Corporation (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge and Administrative Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Mortgage Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.03(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the written consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.03(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.11 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.05 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In All reasonable costs and expenses (including attorneys' fees) incurred in connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers transfer of Mortgage Files and the servicing duties to a successor servicer hereunder shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated paid by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicerrelated predecessor servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”"SUCCESSOR SERVICER"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Monthly Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Collections of Finance Charge Collections and Administrative Receivables 51 56 allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that any holder the Holders of the Transferor Interest Certificates shall be responsible for payment of its the Transferor's portion of such aggregate Monthly Servicing Fee Fees and all other such amounts amounts, including any amount of reasonable transition expenses not paid by the Servicer pursuant to subsection 7.01, in excess of such aggregate Monthly Servicing FeeFees. Each holder Holder of the Transferor Interest Transferor's Certificates agrees that, if TRS Household Finance Corporation (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge and Administrative Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Property Manager or the Special Servicer resigns pursuant to the first paragraph of Section 5.04 or receives a Termination Notice notice of termination pursuant to Section 6.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Servicer6.01, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions Property Manager or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer Property Manager or the Special Servicer, as the case may be, by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the Indenture Trustee, or any holder other successor Property Manager that is not an Affiliate of CFS, shall not be subject to the obligations of the Transferor Interest Property Manager under Section 4.01(a) to provide the certification with respect to the Issuer or the obligations of the Property Manager or the Special Servicer to comply with the financial covenants set forth in Section 2.05; provided, further, that any failure to perform such duties or responsibilities caused by the failure of the Property Manager or the Special Servicer to cooperate or to provide information or monies required by Section 6.01(b) shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be responsible liable for payment any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Indenture Trustee or any other successor be required to repurchase or substitute for any Lease or Mortgaged Property hereunder. As compensation therefore, the Indenture Trustee shall be entitled to all fees and other compensation that the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, promptly appoint, or petition a court of competent jurisdiction to appoint, any established commercial lease servicing institution as the successor to the Property Manager or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Property Manager or the Special Servicer, as the case may be, hereunder; provided, however, that no such appointment will result in the downgrade, withdrawal or qualification of any rating assigned by any Rating Agency to the Notes without giving effect to the Insurance Policy (as confirmed in writing by each Rating Agency). No appointment of a successor to the Property Manager or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its portion responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation, which shall accrue from the date of such Servicing Fee appointment and all other assumption, of such amounts successor out of payments on the Leases or otherwise as it and such successor shall agree; provided, however, that no such compensation shall be in excess of such Servicing Feethat permitted the resigning or terminated party hereunder. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunderThe Issuer, the portion of the Collections in respect of Finance Charge Receivables that Indenture Trustee, such holder is entitled to receive pursuant to any Related Agreement successor and each other party hereto shall take such action, consistent with this Agreement, as shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestseffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 6.1, the Servicer shall continue 6.01 or sends a notice pursuant to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerSection 5.04, the Indenture Trustee without further action shall automatically be appointed on behalf of the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Bondholders and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer Bond Insurer shall be the successor in all respects to the Master Servicer with respect to servicing functions in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, and all references including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be deemed required to refer make any Advances to the Successor Servicer. (d) In connection with any Termination Noticeextent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any Eligible established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Master Servicer submitting such a bid as a Successor Servicer or, as provided hereunder in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess assumption of all or any part of the Servicing Fee plus the sum responsibilities, duties or liabilities of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateMaster Servicer hereunder; provided, howeverPROVIDED, that any holder such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the Transferor Interest shall be responsible for payment ratings assigned to the Bonds by the Rating Agencies without taking the Bond Insurance Policy into account. Pending appointment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of a successor to the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Master Servicer hereunder, unless the portion of Indenture Trustee is prohibited by law from so acting, the Collections Indenture Trustee shall act in respect of Finance Charge Receivables that such holder is 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 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share liability of the compensation of the Successor Servicer. (e) All authority and power granted to the predecessor Master Servicer which may have arisen under this Servicing Agreement shall automatically cease and terminate upon prior to its termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andas Master Servicer (including, without limitation, the Transferor is hereby authorized obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), 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 Indenture Trustee and empowered such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to execute and delivereffectuate any such succession. (b) Any successor, including the Indenture Trustee on behalf of the Bondholders, to the Master Servicer as attorney-in-fact servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, (ii) maintain in force a policy or otherwisepolicies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, all documents employees and other instrumentsagents to the same extent as the Master Servicer is so required pursuant to Section 3.11(g). (c) Any successor Master Servicer, and including the Indenture Trustee on behalf of the Bondholders, shall not be deemed to do and accomplish all other acts be in default or things necessary to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to otherwise cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct any required servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestssuccession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or resigns pursuant to 6.04 herein, 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 Indenture Trustee or until a date mutually previously agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint or petition a court of competent jurisdiction to appoint, any Eligible established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $[_________] as the successor to the Servicer submitting hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such a bid as a Successor successor Servicer orshall be acceptable to the Insurer, as provided in subsection 6.2(a), the Successor Servicer nominated evidenced by the TransferorInsurer’s prior written consent (which consent shall not be unreasonably withheld); and provided, for servicing compensation further, that the appointment of any such successor Servicer will not result in excess the qualification, reduction or withdrawal of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable ratings assigned to the holders Class A Notes by the Rating Agencies. Pending appointment of the Transferor Interest after payment of all amounts owing a successor to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, unless the portion Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. Notwithstanding anything herein or in the Indenture to the contrary, in no event shall the Indenture Trustee be held liable for any Servicing Fee or for any differential in the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for therein. 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 Servicer would otherwise have received pursuant to Section 3.09 herein (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the Collections predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under any insurance policy obtained and maintained pursuant to Section 3.05 herein or to indemnify the Trust and the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Trust, and (ii) maintain in force an insurance policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority its officers, employees and power granted agents to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 same extent that compliance with this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer maintained as of the date hereof, as the same may have been increased from time to time. No successor servicer shall deem necessary have the right to protect retain and commingle payments on, and collections in respect of, the Mortgage Loans with its interestsown funds pursuant to Section 3.02(d) unless (i) consented to in writing by the Insurer and (ii) such commingling will not result in a downgrade, qualification or withdrawal of the then current ratings of the Class A Notes, without regard to the Insurance Policy, as evidenced in writing by each Rating Agency.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.16.01(a), the Servicer shall will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall will as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall will accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorTrustee. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall will automatically be appointed the Successor Servicer. The Indenture Trustee Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) Sections 3.01(a), 5.02 and Section 5.7. (b) 5.05. Notwithstanding the foregoing, the Indenture Trustee shallwill, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution Person qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify will give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall will be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall will be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall will be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of any Series Enhancement Agreement. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to may appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Interest Collections allocable to Noteholders of such Series which are payable to the Owner Trustee for distribution to the holders of the Transferor Interest in accordance with the Trust Agreement after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDate and any amounts required to be paid to any Series Enhancer for such Series with respect to such Payment Date pursuant to the terms of any Series Enhancement Agreement; provided, however, that any holder the holders of the Transferor Interest shall will be responsible for payment of its the Transferor's portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees. Each holder of the Transferor Interest agrees that, if TRS NMAC (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Interest Collections in respect of Finance Charge Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement shall Indenture Supplement will be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall will automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX Section 8.01 of the Trust Agreement, and shall will pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall will transfer its electronic records relating to the Receivables to the Transferor NMAC or its designee in such electronic form as it may reasonably request and shall will transfer all other records, correspondence and documents to it in the manner and at such times as it shall may reasonably request. To the extent that compliance with this Section 6.2 shall require requires the Successor Servicer to disclose to the Transferor NMAC information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to NMAC will enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall may deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to Section 6.17.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Servicer Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the -48- 53 responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Servicer Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Collections of Finance Charge Collections and Administrative Receivables allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest Trust Beneficial Interests or Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDate and any amounts required to be paid to any Series Enhancer for such Series with respect to such Payment Date pursuant to the terms of any Enhancement Agreement; provided, however, that any the holder of the Transferor Trust Beneficial Interest or Certificate shall be responsible for payment of its the Transferor's portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees. Each holder of the Transferor a Trust Beneficial Interest or Certificate agrees that, if TRS ABC (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge and Administrative Receivables that the Transferor and such holder is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that a Successor the Indenture Trustee becomes the Replacement Property Manager and/or Replacement Special Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicerin accordance with Section 3.6, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer Property Manager or the Special Servicer, as applicable, by the terms and provisions hereof; provided that any failure to perform such duties or responsibilities caused by the Property Manager's or Special Servicer's failure to cooperate or to provide information or monies required by Section 3.6 shall not be considered a default by the Indenture Trustee hereunder. Neither the Indenture Trustee nor any other successor shall be liable for any of the representations and warranties of the terminated party or for any losses incurred by the terminated party. As compensation therefore, the Indenture Trustee shall be entitled to all fees and other compensation which the terminated party would have been entitled to for future services rendered if the terminated party had continued to act hereunder. No appointment of a Replacement Property Manager or Replacement Special Servicer, as applicable, hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities hereunder, and all references pending such appointment and assumption, the Indenture Trustee shall act in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) such capacity as herein provided. In connection with any Termination Noticesuch appointment and assumption, the Indenture Trustee will review any bids may make such arrangements for the compensation, which it obtains shall accrue from Eligible Servicers the date of such appointment and assumption, of such successor out of payments on the Leases or otherwise as it, the Certificate Insurer and such successor shall agree. The Issuer, the Indenture Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestseffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by date the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.110.01 hereof, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee receives the ------------- resignation of the Servicer evidenced by an Opinion of Counsel or until a date mutually agreed upon accompanied by the consents required by Section 9.04 hereof, or the Servicer and is removed ------------ as servicer pursuant to this Article X, then, subject to Section 4.08 hereof, --------- ------------ the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that the successor servicer shall not be liable for any holder actions of any servicer prior to it; and, provided further, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Transferor Interest Servicer pursuant to this Section 10.02, the ------------- Indenture Trustee will make reasonable efforts consistent with applicable law to become licensed, qualified and in good standing in each Mortgaged Property State the laws of which require licensing or qualification in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent that is so licensed, qualified and in good standing in any such Mortgaged Property State. In the case that the Indenture Trustee serves as successor servicer, the Indenture Trustee in such capacity shall not be liable for any servicing of the Home Loans prior to its date of appointment and shall not be subject to any obligations to repurchase any Home Loans. The successor servicer shall be responsible for payment of its portion of such obligated to make Servicing Fee and all other such amounts in excess of such Servicing FeeAdvances hereunder. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunderAs compensation therefor, the portion of successor servicer appointed pursuant to the Collections in respect of Finance Charge Receivables that such holder is following paragraph, shall be entitled to all funds relating to the Home Loans which the Servicer would have been entitled to receive from the Note Distribution Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer --------------- hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections -------- 7.01 and 7.03 hereof. The Servicer shall not be entitled to any Related Agreement termination ---- ---- fee if it is terminated pursuant to Section 10.01 hereof but shall be reduced ------------- entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by an amount sufficient the Servicer after removal or resignation shall be endorsed by it to pay the Transferor’s share Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor servicer. The compensation of the Successor Servicer. any successor servicer (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andincluding, without limitation, the Transferor Indenture Trustee) so appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. In the event the Indenture Trustee is hereby authorized and empowered required to execute and deliversolicit bids to appoint a successor servicer, on behalf the Indenture Trustee shall solicit, by public announcement, bids from Eligible Servicers. Such public announcement shall specify that the successor servicer shall be entitled to the full amount of the Servicing Fee and Servicing Compensation provided for herein. Within 30 days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unpaid Servicing Fees and unreimbursed Servicing Advances made by the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. The Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things shall be necessary or appropriate to effect the purposes of any such transfer of servicing rightssuccession. The Servicer agrees to cooperate with the Transferor Indenture Trustee and any successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Home Loans. Neither the Indenture Trustee nor any other successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to conduct servicing deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to each Securityholder, the Issuer and the Depositor and, except in the case of the Receivables. The Servicer shall transfer its electronic records relating appointment of the Indenture Trustee as successor to the Receivables Servicer (when no consent shall be required), the Depositor, the Majority Securityholders and the Issuer shall have consented thereto. Pending appointment of a successor to the Transferor or its designee in Servicer hereunder, the Indenture Trustee shall act as servicer hereunder as hereinabove provided. In connection with such electronic form appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor servicer out of payments on the Home Loans as it may reasonably request and such successor servicer shall transfer all agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 7.03 hereof, together with other records, correspondence and documents to it ------------ Servicing Compensation in the manner and at such times form of assumption fees, late payment charges or otherwise as it shall reasonably request. To the extent that compliance with provided in this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsAgreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Collections of Finance Charge Collections and Administrative Receivables allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Enhancement Agreement; provided, however, that any holder the Holders of the Transferor Interest Certificates shall be responsible for payment of its the Transferor's portion of such aggregate Servicing Fee Fees and all other such amounts amounts, including any amount of reasonable transition expenses not paid by the Servicer pursuant to subsection 7.01, in excess of such aggregate Servicing FeeFees. Each holder Holder of the Transferor Interest Transferor's Certificates agrees that, if TRS Household Finance Corporation (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge and Administrative Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Collections of Finance Charge Collections and Administrative Receivables allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest Trust Beneficial Interests or Certificates after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDate and any amounts required to be paid to any Series Enhancer for such Series with respect to such Payment Date pursuant to the terms of any Enhancement Agreement; provided, however, that any the holder of the Transferor Beneficial Interest shall be responsible for payment of its the Transferor's portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees. Each holder Holder of the Transferor Interest Transferor's Certificates agrees that, if TRS ABC (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge and Administrative Receivables that such holder the Transferor is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s 's share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Distribution Date equal to any Collections of Finance Charge Collections Receivables allocable to Noteholders of such Series which are payable to the Issuer for payment to the holders of the Transferor Interest Certificates under the Trust Agreement after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Distribution Date or required to be deposited in the applicable Issuer Accounts or Sub-Series Accounts with respect to such Payment DateDistribution Date and any amounts required to be paid to any Series Enhancer for such Series with respect to such Distribution Date pursuant to the terms of any Series Enhancement; provided, however, that any holder the holders of the Transferor Interest Certificates shall be responsible for payment of its their portion of such aggregate Servicing Fee Fees and all other such amounts in excess of such aggregate Servicing FeeFees, and the Indenture Trustee shall have no liability in the event the holders of the Transferor Certificates fail to pay their portion of such aggregate Servicing Fees. Each holder of any of the Transferor Interest Certificates agrees that, if TRS CompuCredit (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder the Issuer is entitled to receive pursuant to this Agreement, the Indenture or any Related Agreement Indenture Supplement shall be reduced by an amount sufficient to pay the Transferor’s such holders' share of the compensation of the Successor Servicer. (ed) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX Section 8.01 of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the applicable Transferor 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 6.2 8.02 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice notify each Rating Agency of such Termination Notice and appoint an Eligible Servicer as a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSections 3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On -------------------------------------------------- and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.1, the Servicer shall continue to perform all servicing functions ----------- under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment ------------------- by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Transferor. The Transferor Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall have offer Seller the right to nominate accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if the long-term unsecured debt obligations -------- ------- of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee the name that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a potential successor servicer, which nominee retransfer shall be selected equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the Indenture Trustee as highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the Successor Servicerremaining maturity of the Notes. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoingabove, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution qualifying as an Eligible Servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunder. The Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicerbe liable for any servicing fee. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of any Enhancement to the extent that such terms apply to the Servicer. Any sub-servicing agreement shall be assigned to the Successor Servicer. (dc) In connection with any Termination Noticesuch appointment and assumption, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to appoint any Eligible Servicer submitting such a bid as a Successor Servicer orcompensation, as provided in subsection 6.2(a), or may make such arrangements for the compensation of the Successor Servicer nominated by the Transferorout of Collections, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series as it and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateSuccessor Servicer shall agree; provided, however, that any holder of the Transferor Interest no such -------- ------- compensation shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such the Monthly Servicing FeeFees permitted to the Servicer pursuant to Section 3.2. Each holder The Holder of the Transferor Seller Interest agrees thatthat ----------- if the Servicer is terminated hereunder, if TRS (it will agree, at the request of the Indenture Trustee or any Successor Servicer) is terminated as Servicer hereunder, the to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient the Indenture, to pay the Transferor’s its share of the compensation of the Successor Servicer. The Successor Servicer shall have no liability for any actions or failure to act on the part of the Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX of the Trust Agreement, Agreement and shall pass to and be vested in the Transferor Seller and, without limitation, the Transferor Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee Seller in such electronic form as it Seller may reasonably request and shall transfer all other records, correspondence and documents to it Seller in the manner and at such times as it Seller shall reasonably request. To the extent that compliance with this Section 6.2 7.2 ----------- shall require the Successor Servicer to disclose to the Transferor Seller information of any kind which the Successor Servicer deems to be confidential, the Transferor Seller shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.19.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee Issuer shall select, as promptly as possible after the giving of a Termination Notice appoint Notice, and the Indenture Trustee shall appoint, an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the TransferorIssuer. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that If a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action automatically shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee Issuer shall, if it the Indenture Trustee is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Notice. Notwithstanding the foregoing, or anything in this Section 9.03 to the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a)contrary, the Successor Servicer nominated by the Transferor, shall have no responsibility or obligation (i) for servicing compensation not in excess any representation or warranty of the Servicing Fee plus predecessor Servicer or any other Successor Servicer hereunder or (ii) for any act or omission of either a predecessor or any other Successor Servicer. The Indenture Trustee may conduct any activity required of it as Servicer hereunder through an Affiliate or through an agent. Neither the sum of the amounts with respect Indenture Trustee nor any other Successor Servicer shall be deemed to each Series and with respect to each Payment Date equal be in default hereunder due to any Finance Charge Collections allocable act or omission of a predecessor Servicer, including but not limited to Noteholders of such Series which are payable failure to timely deliver to the holders of the Transferor Interest after payment of all amounts owing Indenture Trustee any instructions pursuant to the Noteholders of such Series with respect to such Payment Date or Section 4.02, any funds required to be deposited in with or transferred to the applicable Issuer Accounts Indenture Trustee, or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment breach of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled duty to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicercooperate with a Service Transfer. (ec) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust this Agreement pursuant to Article IX of the Trust AgreementSection 10.01, and shall pass to and be vested in the Transferor andTransferor, without limitation, and the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the ReceivablesReceivables and the other Transferred Assets. The Servicer shall transfer its electronic records relating to the Receivables and the other Transferred Assets to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.01, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”"SUCCESSOR SERVICER"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b3.01(b) and Section 5.7. (b) 5.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition at the expense of the Servicer a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor Agency and the Administrator upon the removal of the Servicer and each Series Enhancer upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (dc) In connection with any Termination Notice, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the aggregate Servicing Fee Fees for all Series plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.to

Indenture Trustee to Act; Appointment of Successor. (a) (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Mortgage Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Enhancer, as evidenced by the Enhancer’s prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS’ rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note give prompt notice to the Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of the Back-up Servicing Agreement), and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the Issuer Loan Trustee for the benefit of the Issuer, the Indenture Trustee, the Back-up Servicer, the Administrative Agent and the Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of Administrative Agent and the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.1, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 Servicer8.2, the Indenture Trustee without further action shall automatically be appointed the Successor Servicersuccessor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to receive the Total Servicing Fee. The Owner Trustee and the Indenture Trustee may delegate shall take such action, consistent with this Agreement, as shall be necessary to effectuate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7such succession. (b) Notwithstanding the foregoing, the Indenture Trustee may, if it shall be unwilling to so act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint appoint, any established institution qualifying as an Eligible Servicer as the Successor successor to the Servicer hereunder in the performance of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The Pending appointment of a successor pursuant to the preceding sentence, the Indenture Trustee shall notify each Note Rating Agencyact as successor Servicer unless it is legally unable to do so, in which event the Owner Trustee, the Transferor outgoing Servicer shall continue to act as Servicer until a successor has been appointed and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Serviceraccepted such appointment. (c) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. (d) In connection with any Termination Noticesuch appointment and assumption, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting may make such a bid as a Successor Servicer or, as provided in subsection 6.2(a), arrangements for the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to successor out of payments on the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of Contracts as it and such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Datesuccessor shall agree; provided, however, that any holder no such monthly compensation shall, without the written consent of the Transferor Interest shall be responsible for payment Depositor and 100% of its portion of such Servicing Fee and all other such amounts in excess of such the Noteholders, exceed the Total Servicing Fee. Each holder of the Transferor Interest agrees thatThe Indenture Trustee and such successor shall take such action, if TRS consistent with this Agreement, as shall be necessary to effectuate any such succession. (or any Successor Servicerd) If a successor Servicer is terminated acting as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement it shall be reduced by an amount sufficient subject to pay termination under Section 8.2 upon the Transferor’s share occurrence of the compensation of the Successor any Servicer Termination Event applicable to it as Servicer. (e) All authority At such time as any successor Servicer (including the Indenture Trustee) becomes Servicer hereunder, it shall agree to perform all of the obligations of the Servicer under, and power granted be subject to the Servicer under this Agreement shall automatically cease and terminate upon termination of terms of, the Trust pursuant to Article IX of the Trust Cash Collateral Account Agreement, and shall pass to and be vested in take such actions as the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating parties to the Receivables to the Transferor or its designee in such electronic form as it Cash Collateral Account Agreement may reasonably request and shall transfer all other records, correspondence and documents to it in the manner and at evidence such times as it shall reasonably request. To the extent that compliance with this Section 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsagreement.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, the Enhancer may appoint a successor Servicer shall continue to perform all servicing functions under this Agreement until with the date specified in the Termination Notice or otherwise specified by consent of the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee (which consent shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), not be unreasonably withheld) and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable appointee, or if the Enhancer fails to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. In the event that a Successor Servicer has not been appointed do so within 30 days or has not accepted its appointment at the time when the Servicer ceases to act as Serviceran Enhancer Default exists, the Indenture Trustee without further action or, upon notice to the Enhancer and the Depositor and with the Depositor's consent and, so long as no Enhancer Default exists, the Enhancer's consent (which consent shall automatically not be appointed the Successor Servicer. The Indenture Trustee may delegate any unreasonably withheld), a designee of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall(which meets the standards set forth below), if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 120 days after the termination of the Servicer. During such 120 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Mortgage Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor Servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 120 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require any successor Servicer, including the Indenture Trustee, to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of any other Servicer. As compensation therefor, any successor Servicer, including the Indenture Trustee, shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Enhancer has not appointed a successor Servicer and the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Enhancer (so long as no Enhancer Default exists) or if an Enhancer Default exists, the Indenture Trustee, and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 6.1, the Servicer shall continue 6.01 or sends a notice pursuant to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Servicer. 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 ServicerSection 5.04, the Indenture Trustee without further action shall automatically be appointed on behalf of the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor Bondholders and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer Bond Insurer shall be the successor in all respects to the Master Servicer with respect to servicing functions in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, and all references including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage Loan Sale and Contribution Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be deemed required to refer make any Advances to the Successor Servicer. (d) In connection with any Termination Noticeextent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Master Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint any Eligible established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Master Servicer submitting such a bid as a Successor Servicer or, as provided hereunder in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess assumption of all or any part of the Servicing Fee plus the sum responsibilities, duties or liabilities of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateMaster Servicer hereunder; provided, howeverPROVIDED, that any holder such successor Master Servicer shall be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the Transferor Interest shall be responsible for payment ratings assigned to the Bonds by the Rating Agencies without taking the Bond Insurance Policies into account. Pending appointment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of a successor to the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Master Servicer hereunder, unless the portion of Indenture Trustee is prohibited by law from so acting, the Collections Indenture Trustee shall act in respect of Finance Charge Receivables that such holder is 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 compensa tion which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share liability of the compensation of the Successor Servicer. (e) All authority and power granted to the predecessor Master Servicer which may have arisen under this Servicing Agreement shall automatically cease and terminate upon prior to its termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor andas Master Servicer (including, without limitation, the Transferor is hereby authorized obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), 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 Indenture Trustee and empowered such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to execute and delivereffectuate any such succession. (b) Any successor, including the Indenture Trustee on behalf of the Bondholders, to the Master Servicer as attorney-in-fact servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Bondholders and the Bond Insurer, (ii) maintain in force a policy or otherwisepolicies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, all documents employees and other instrumentsagents to the same extent as the Master Servicer is so required pursuant to Section 3.11(g). (c) Any successor Master Servicer, and including the Indenture Trustee on behalf of the Bondholders, shall not be deemed to do and accomplish all other acts be in default or things necessary to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to otherwise cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct any required servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestssuccession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Mortgage Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references . Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer shall in its capacity as Seller under the Purchase Agreement, (ii) be deemed to refer responsible or accountable for any act or omission of the Servicer prior to the Successor issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer. , to purchase, repurchase or substitute any Mortgage Loan, (div) In connection fund any Additional Balances with respect to any Termination NoticeMortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any Eligible established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer submitting such a bid as a Successor Servicer or, as provided hereunder in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess assumption of all or any part of the Servicing Fee plus the sum responsibilities, duties or liabilities of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateServicer hereunder; provided, howeverthat any such successor Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any holder such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the Transferor Interest predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for payment the lack of information and/or documents that it cannot obtain through reasonable efforts. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated obligations as Servicer hereunder, the portion of the Collections hereunder and a fidelity bond in respect of Finance Charge Receivables that such holder its officers, employees and agents to the same extent as the Servicer is entitled to receive so required pursuant to any Related Agreement shall Section 3.13 and (iii) be reduced bound by an amount sufficient to pay the Transferor’s share terms of the compensation of the Successor ServicerInsurance Agreement. (ec) All authority and power granted Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the Servicer as attorney-in-fact Custodial Account 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 Servicer agrees to otherwise cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct any required servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestssuccession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) On -------------------------------------------------- and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.17.1, the Servicer shall continue to perform all servicing functions ----------- under this Agreement until the date specified in the Termination Notice or otherwise specified by the Indenture Trustee in writing or, if no such date is specified in such Termination Notice or otherwise specified by the Indenture Trustee, until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as (with the consent of the Noteholders holding greater than 50% of the outstanding principal amount of each Series, and with prior written notice to the Rating Agencies) a successor servicer (the “"Successor Servicer”"), and such Successor Servicer shall accept its appointment ------------------ by a written assumption in a form acceptable to the Indenture Trustee. The Indenture Trustee may obtain bids from any potential successor servicer. If the Indenture Trustee is unable to obtain any bids from any potential successor servicer and the Transferor. The Transferor Servicer delivers an Officer's Certificate to the effect that it cannot in good faith cure the Servicer Default which gave rise to a transfer of servicing, then the Owner Trustee shall have offer Seller the right to nominate accept retransfer of all the Receivables and Seller may accept retransfer of all the Receivables, provided, however, that if the long-term unsecured debt obligations -------- ------- of Seller are not rated at the time of such purchase at least Baa3 by Moody's and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to the Indenture Trustee the name that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a potential successor servicer, which nominee retransfer shall be selected equal to the higher of the sum of (i) the outstanding principal balance of the Notes, plus accrued interest thereon, at the Note Rate, through the date of retransfer and (ii) the average bid price quoted by two recognized dealers for a similar security rated in the Indenture Trustee as highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the Successor Servicerremaining maturity of the Notes. In the event that a Successor Servicer has not been appointed or and has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoingabove, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established financial institution qualifying as an Eligible Servicer having a net worth of not less than $50,000,000 and whose regular business includes the servicing of installment sales charge, credit and/or credit card account receivables as the Successor Servicer hereunder. The Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicerbe liable for any servicing fee. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. Any Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of any Enhancement to the extent that such terms apply to the Servicer. Any sub-servicing agreement shall be assigned to the Successor Servicer. (dc) In connection with any Termination Noticesuch appointment and assumption, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted entitled to appoint any Eligible Servicer submitting such a bid as a Successor Servicer orcompensation, as provided in subsection 6.2(a), or may make such arrangements for the compensation of the Successor Servicer nominated by the Transferorout of Collections, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series as it and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment DateSuccessor Servicer shall agree; provided, however, that any holder of the Transferor Interest no such -------- ------- compensation shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such the Monthly Servicing FeeFees permitted to the Servicer pursuant to Section 3.2. Each holder The Holder of the Transferor Seller Interest agrees thatthat ----------- if the Servicer is terminated hereunder, if TRS (it will agree, at the request of the Indenture Trustee or any Successor Servicer) is terminated as Servicer hereunder, the to deposit a portion of the Collections in respect of Finance Charge Receivables that such holder it is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient the Indenture, to pay the Transferor’s its share of the compensation of the Successor Servicer. The Successor Servicer shall have no liability for any actions or failure to act on the part of the Servicer. (ed) All authority and power granted to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust Issuer pursuant to Article IX of the Trust Agreement, Agreement and shall pass to and be vested in the Transferor Seller and, without limitation, the Transferor Seller is hereby authorized and empowered to execute and deliver, on behalf of the Servicer Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor Seller in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of on the Receivables. The Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee Seller in such electronic form as it Seller may reasonably request and shall transfer all other records, correspondence and documents to it Seller in the manner and at such times as it Seller shall reasonably request. To the extent that compliance with this Section 6.2 7.2 ----------- shall require the Successor Servicer to disclose to the Transferor Seller information of any kind which the Successor Servicer deems to be confidential, the Transferor Seller shall be required to enter into such customary licensing, security, data protection licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, 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 Indenture Trustee or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as pledgee of the Successor Servicer. In the event that a Successor Servicer has not been appointed Home Loans shall itself become, or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, shall appoint an affiliate of the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and upon the appointment of a Successor Servicer. (c) Upon its appointment, the Successor Servicer shall be become the successor in all respects to the Servicer with respect to servicing functions in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Servicer to make advances on Home Loans under Section 3.02(b) and will be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor servicer. During such 90 day period, the Indenture Trustee, with the consent of the Credit Enhancer, may require the Servicer being terminated to continue to perform such servicing responsibilities (other than making advances on the Home Loans under Section 3.02(b)) as the Indenture Trustee deems appropriate. In such event, the Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Servicer to discontinue providing such services, the date on which a successor servicer or the Indenture Trustee has assumed all responsibilities, duties and all references liabilities of the Servicer hereunder or the expiration of the 90 day period. The Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Servicer is obligated to provide such services as if no termination of the Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer, or (v) be responsible for the representations and warranties of the Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the foregoing, if the Indenture Trustee is (x) unwilling to act as successor Servicer itself or to appoint an affiliate to become successor Servicer, or (y) legally unable so to act, the Indenture Trustee as pledgee of the Home Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint at the direction of the Credit Enhancer or, if the Credit Enhancer fail to make such direction, petition a court of competent jurisdiction to appoint any established housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that any such successor Servicer shall be deemed to refer acceptable to the Successor Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Home Loans in an amount equal to the compensation that the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer that may have arisen under this Agreement prior to its termination as Servicer (including the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Indenture Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during its term as Servicer (i) continue to service and administer the Home Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Home Loans that are registered with MERS, in which case the sum predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Servicer as necessary under MERS' rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Home Loan or servicing of such Home Loan on the MERS(R)System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of the Back-up Servicing Agreement), and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the Issuer Loan Trustee for the benefit of the Issuer, the Indenture Trustee, the Back-up Servicer and each Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 6.18.01, the Servicer shall continue to perform all servicing functions under this Agreement and the 2025-2A SUBI Servicing Agreement until the earlier of (i) the date specified in the Termination Notice or otherwise specified by the Indenture Trustee or until a date mutually agreed upon by and (ii) the Servicer and the Indenture TrusteeServicing Transfer Date. The Indenture Trustee shall as promptly as possible after the giving of a Termination Notice appoint (at the written direction of the Required Noteholders in the case of a Successor Servicer that is not the Back-up Servicer or the Indenture Trustee) an Eligible Servicer (which shall be the Back-up Servicer unless the Back-up Servicer is then acting as the Servicer) as a successor servicer Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor ServicerTrustee. 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 Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(bSection 3.01(b) and Section 5.7. (b) 6.07. Notwithstanding the foregoing, the Indenture Trustee shall, if it is legally unable or unwilling so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunderhereunder and under the 2025-2A SUBI Servicing Agreement. The Indenture Trustee shall notify give prompt notice to each Note Rating Agency, the Owner Trustee, the Transferor and the Administrator upon the removal of the Servicer and Agency upon the appointment of a Successor Servicer. (cb) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to servicing functions under this Agreement and the 2025-2A SUBI Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereofhereof (other than in the case of the Back-up Servicer, any such responsibility, duty or liability that it is not required to assume under the terms of this Agreement, the Back-up Servicing Agreement or the 2025-2A SUBI SALE AND SERVICING AGREEMENT (RMIT 2025-2) - Page 32 DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT LEGAL02/47538919v2 Servicing Agreement), and all references in this Agreement to the Servicer (including 2025-2A SUBI Servicer) shall be deemed to refer to the Successor Servicer. . Within five (d5) In connection with Business Days after the Servicer becomes aware of any Termination NoticeServicer Default, the Servicer shall give notice thereof to the Issuer, the 2025-2A SUBI Trustee, the Indenture Trustee, the Back-up Servicer and each Rating Agency. Upon any termination or appointment of a Successor Servicer pursuant to this Article VIII, the Indenture Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided in subsection 6.2(a), the Successor Servicer nominated by the Transferor, for servicing compensation not in excess of the Servicing Fee plus the sum of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable give prompt notice thereof to the holders of the Transferor Interest after payment of all amounts owing to the Noteholders of such Series with respect to such Payment Date or required to be deposited in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor ServicerNoteholders. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered to execute and deliver, on behalf of the 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 Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interests.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the receipt by time the Master Servicer receives a notice of a Termination Notice termination pursuant to Section 6.17.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee as pledgee of the Mortgage Loans shall itself become, or shall appoint an affiliate of the Indenture Trustee to 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 immediately assume all of the obligations of the Master Servicer to make advances on Mortgage Loans under Section 3.02(b) and will be subject to all other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof as soon as practicable, but in no event later than 90 days after the Indenture Trustee becomes successor master servicer. During such 90 day period, the Indenture Trustee, with the consent of the Enhancer, may require the Master Servicer being terminated to continue to perform all such servicing functions responsibilities (other than making advances on the Mortgage Loans under this Agreement until Section 3.02(b)) as the date specified in Indenture Trustee deems appropriate. In such event, the Termination Notice or otherwise specified Master Servicer being terminated shall provide such services as directed by the Indenture Trustee until the earliest of the date the Indenture Trustee notifies such Master Servicer to discontinue providing such services, the date on which a successor master servicer or until the Indenture Trustee has assumed all responsibilities, duties and liabilities of the Master Servicer hereunder or the expiration of the 90 day period. The Master Servicer shall be entitled to the Servicing Fee hereunder for any period during which the Master Servicer is obligated to provide such services as if no termination of the Master Servicer had occurred. Nothing in this Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a date mutually agreed upon by the Servicer and notice of termination hereunder, (iii) require or obligate the Indenture Trustee. The Indenture Trustee shall , in its capacity as promptly as possible after successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any Additional Balances with respect to any Mortgage Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the giving representations and warranties of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Transferor. The Transferor shall have the right to nominate to the Indenture Trustee the name of a potential successor servicer, which nominee shall be selected by the Indenture Trustee as the Successor Master Servicer. 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 ServicerAs compensation therefor, the Indenture Trustee without further action shall automatically be appointed entitled to such compensation as the Successor ServicerMaster Servicer would have been entitled to hereunder if no such notice of termination had been given. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with subsection 3.1(b) and Section 5.7. (b) Notwithstanding the foregoing, if the Indenture Trustee shallis (x) unwilling to act as successor Master Servicer itself or to appoint an affiliate to become successor Master Servicer, if it is or (y) legally unable so to act, the Indenture Trustee as pledgee of the Mortgage Loans may (in the situation described in clause (x)) or shall (in the situation described in clause (y)) appoint or petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer housing and home finance institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the Successor successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Master Servicer shall be acceptable to the Enhancer, as evidenced by the Enhancer’s prior written consent, which consent shall not be unreasonably withheld; and provided further, that the appointment of any such successor Master Servicer will not result in a Rating Event, if determined without regard to the Policy. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee itself shall act or appoint an affiliate to act in such capacity as provided above. 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 that the Master Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as the Indenture Trustee and such successor shall agree). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement prior to its termination as Master Servicer (including the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), 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 Indenture Trustee and such successor shall notify each Note Rating Agencytake such action, consistent with this Agreement and the requirements (including any notice requirements) of applicable law, as shall be necessary to effectuate any such succession. Notwithstanding the foregoing, the Owner Indenture Trustee, in its capacity as successor Master Servicer, shall not be responsible for the Transferor lack of information and/or documents that it cannot obtain through reasonable efforts or for failing to take any action that the Indenture Trustee is legally prohibited from taking by applicable law. (b) Any successor, including the Indenture Trustee, to the Master Servicer as master servicer shall during its term as Master Servicer (i) continue to service and administer the Administrator upon Mortgage Loans for the removal benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and upon a fidelity bond in respect of its officers, employees and agents to the appointment same extent as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of a Successor Servicerthe Insurance Agreement. (c) Upon Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its appointment, duties hereunder if the Successor predecessor Master Servicer shall be the successor in all respects fail to deliver any required deposit to the Servicer Custodial Account or otherwise cooperate with respect to any required servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Successor Servicertransfer or succession hereunder. (d) In connection with any Termination Noticethe termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee will review any bids which if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it obtains from Eligible Servicers is a member of MERS in good standing and shall be permitted agree to appoint any Eligible Servicer submitting such a bid as a Successor Servicer or, as provided comply in subsection 6.2(a), all material respects with the Successor Servicer nominated by rules and procedures of MERS in connection with the Transferor, for servicing compensation not in excess of the Servicing Fee plus Mortgage Loans that are registered with MERS, in which case the sum predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of the amounts with respect to each Series and with respect to each Payment Date equal to any Finance Charge Collections allocable to Noteholders of such Series which are payable servicing to the holders of successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the Transferor Interest after payment of all amounts owing to predecessor Master Servicer shall cooperate with the Noteholders of such Series with respect to such Payment Date or required to be deposited successor Master Servicer in the applicable Issuer Accounts or Sub-Accounts with respect to such Payment Date; provided, however, that any holder of the Transferor Interest shall be responsible for payment of its portion of such Servicing Fee and all other such amounts in excess of such Servicing Fee. Each holder of the Transferor Interest agrees that, if TRS (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such holder is entitled to receive pursuant to any Related Agreement shall be reduced by an amount sufficient to pay the Transferor’s share of the compensation of the Successor Servicer. (e) All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Article IX of the Trust Agreement, and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby authorized and empowered causing MERS to execute and deliverdeliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, on behalf of the Servicer as attorney-in-fact or otherwise, all documents and other instrumentsinstruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and to do fees and accomplish all other acts or things necessary or appropriate to effect the purposes costs of such transfer filing any assignments of servicing rightsMortgage that may be required under this subsection (d). The successor Master Servicer agrees shall cause such assignment to cooperate with be delivered to the Transferor in effecting Indenture Trustee or the termination Custodian promptly upon receipt of the responsibilities and rights original with evidence of recording thereon or a copy certified by the Servicer to conduct servicing of the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferor or its designee public recording office in which 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 6.2 shall require the Servicer to disclose to the Transferor information of any kind which the Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing, security, data protection and confidentiality agreements as the Servicer shall deem necessary to protect its interestsassignment was recorded.