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

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Servicer; provided, however, that the Sponsor Indenture Trustee, as successor Servicer, shall have be required to make any required Advances to the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, extent that the Indenture Trustee shall have no obligation whatsoever with respect Servicer failed to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable to so to act, the Indenture Trustee 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, appoint any established housing hous- ing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of Rating Agencies or the successor ratings assigned to the Master ServicerBonds without taking into account the Bond Insurance 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 shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser or greater compensation as it the Indenture Trustee and such successor shall agree; provided, however, that any greater compensation shall only be payable from amounts that otherwise would be distributed to the provisions Certificateholders). The appointment of Section 6.06 a successor Servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation 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 not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Bondholders, to the Servicer respecting as servicer shall during the HELOCs term of its service as provided herein, it shall do so in a separate capacity servicer continue to service and not in its capacity as Indenture Trustee and, accordingly, administer the provisions of Article VI Mortgage Loans for the benefit of the Indenture shall be inapplicable Bondholders and the Bond Insurer, (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 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor Servicer shall fail to deliver any required deposit to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Purchase Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Grantor Trust Certificates and Class 1-A-1, Class 1-A-2 and Class 2-A Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee 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 acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor 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 deliver 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, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor 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 fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11(g). (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as a successor master servicerServicer under this Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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, (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 Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (ii) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Class A-1, Class A-IO or Class M Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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, (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 Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 ---------------------------------------------------- days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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 Purchase 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, except as provided herein; provided, however, that the Sponsor Indenture Trustee, as -------- ------- successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee appointment -------- of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (ratings assigned to the Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class 3-A, Class 3-M-1, Class 3-M-2 and Class 3-B Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and -------------------------------------------------- after the receipt by the Master Servicer of a notice of termination Termination Notice pursuant to Section 7.01 ------- 7.1, 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 (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 Servicer delivers an Opinion of Counsel pursuant to Section 6.05 Officer's Certificate to the effect that it cannot in good faith cure the Master Servicer is legally unable to act or to delegate its duties Default which gave rise to a Person which is legally able to acttransfer of servicing, then the Indenture Owner Trustee shall automatically become offer Seller the successor in all respects right to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to accept retransfer of all the responsibilitiesReceivables and Seller may accept retransfer of all the Receivables, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that if the Sponsor 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 have the right occur unless Seller shall deliver an Opinion of Counsel reasonably acceptable to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that the Indenture Trustee that such retransfer would not constitute a fraudulent conveyance of Seller. The retransfer deposit amount for such a retransfer shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect be equal to the relevant Payment Date giving rise 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 highest rating category by Moody's and Standard & Poor's and having a remaining maturity substantially similar to the Master remaining maturity of the Notes. In the event that a Successor Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer has not been appointed and has not accepted its appointment at or prior to the time of termination. As compensation therefor, but subject when the Servicer ceases to Sections 6.09 and 6.10act as Servicer, the Indenture Trustee without further action shall automatically be entitled to compensation which appointed the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredSuccessor Servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing financial institution having a net worth of not less than $50,000,000 and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicerwhose regular business includes the servicing of installment sales charge, and credit and/or credit card account receivables as the Successor Servicer hereunder. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee. (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to a successor servicing functions under this Agreement and shall be subject to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or and liabilities of relating thereto placed on the Master Servicer hereunder; providedby the terms and provisions hereof, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard and all references in this Agreement to the Policy) will not Servicer shall be lowered as a result of the selection of the successor deemed to refer to the Master Successor Servicer. Pending appointment Any Successor Servicer, by its acceptance of a successor its appointment, will automatically agree to be bound by the terms and provisions of any Enhancement to the Master Servicer hereunder, extent that such terms apply to the Indenture Trustee Servicer. Any sub-servicing agreement shall be assigned to the successor and act in such capacity as hereinabove provided. Successor Servicer. (c) In connection with such appointment and assumption, the Indenture Trustee shall be entitled to such compensation, or may make such arrangements for the compensation of such successor the Successor Servicer out of payments on the HELOCs Collections, as it and such successor Successor Servicer shall agree; provided, however, that the provisions of Section 6.06 shall apply, the no such -------- ------- compensation shall not be in excess of the Monthly Servicing Fees permitted to the Servicer pursuant to Section 3.2. The Holder of the Seller Interest agrees that which ----------- if the Master Servicer would have been is terminated hereunder, it will agree, at the request of the Indenture Trustee or any Successor Servicer, to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to if receive pursuant to the Master Indenture, to pay its share of the compensation of the Successor Servicer. The Successor Servicer had continued shall have no liability for any actions or failure to act hereunder, and that such successor shall undertake and assume on the obligations part of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such successionServicer. (bd) If All authority and power granted to the Indenture Trustee Servicer under this Agreement shall succeed to any duties automatically cease and terminate upon termination of the Master Servicer respecting Issuer pursuant to the HELOCs as provided herein, it Trust Agreement and shall do so pass to and be vested in a separate capacity and not in its capacity as Indenture Trustee Seller and, accordinglySeller is hereby authorized and empowered to execute and deliver, the provisions of Article VI on behalf of the Indenture 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 Seller in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to Seller in such electronic form as Seller may reasonably request and shall transfer all other records, correspondence and documents to Seller in the manner and at such times as Seller shall reasonably request. To the extent that compliance with this Section 7.2 shall require the ----------- Servicer to disclose to Seller information of any kind which the Servicer deems to be confidential, Seller shall be inapplicable required to the Indenture Trustee in its duties enter into such customary licensing and confidentiality agreements as the successor Servicer shall deem necessary to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in protect its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerinterests.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Purchase Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Grantor Trust Certificates and Class 1-A-1, Class 1-A-2 and Class 2-A Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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, (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 Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (ratings assigned to the Class 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class 1- B-1 Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Purchase Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $20,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that any such successor Master Servicer will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Notes by the selection of Rating Agencies or the successor ratings assigned to the Master ServicerNotes. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would other wise have received pursuant to Section 3.13 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Noteholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days after the receipt by date the Master Servicer of and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 7.01 or an Opinion of Counsel sends a resignation notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall automatically become be the successor in all respects to the Master Servicer in its capacity under this Agreement as Master Servicer hereunder and with respect to the transactions set forth or provided for herein herein, and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; hereof provided, however, that the Sponsor shall have the right Indenture Trustee will use its reasonable best efforts to either (a) immediately assume perform the duties of the Master Servicer prior to the end of such 90-day period. Nothing in any Basic Document shall be construed to permit or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect to (i) be responsible or accountable for any liability (including advances deemed recoverable and not previously made with respect act or omission of any prior Master Servicer prior to the relevant Payment Date giving rise to issuance of the Master Servicer Event related notice of Default which shall be made by such termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) incurred fund any losses on any Permitted Investment directed by the any prior Master Servicer at hereunder or (iv) be responsible for the representations or warranties of any such prior to the time of terminationMaster Servicer. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, If the Indenture Trustee may, if it shall be is (i) unwilling so to act, act as successor Master Servicer or shall, if it is (ii) legally unable so to act, appoint then the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance mortgage loan servicing institution which is having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that 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 no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee shall obtain a letter from each Rating Agency in writing that the ratingsappointment of such successor Master Servicer would result in a Rating Event, if any, on each of the Notes (determined without regard to the Policy) will not be lowered as a result of . Notwithstanding the selection of foregoing, pending the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting (which shall be evidenced by an Opinion of Counsel of a law firm of national reputation provided by the Indenture Trustee to the Enhancer), the Indenture Trustee shall be the successor and act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that the provisions ). The appointment of Section 6.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would that may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer, nor shall any successor Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations be liable for any acts or omissions of the any predecessor Master Servicer to pay compensation to or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor Master Servicer, including the Indenture Trustee shall succeed not be deemed to any be in default or to have breached its duties of hereunder if the predecessor Master Servicer respecting shall fail to make any required deposit into the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that including but not limited to the Sponsor provisions of Article VIII. Nothing in this Servicing Agreement shall have be construed to permit or require the right Indenture Trustee to either (ai) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (biv) select a successor Master Servicer meeting be responsible for the criteria representations and warranties of Section 6.07 hereinthe Servicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect required Advances to the relevant Payment Date giving rise extent that the Servicer failed to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee 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, appoint any established housing hous ing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that any such successor Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of Rating Agencies or the successor ratings assigned to the Master ServicerBonds without taking into account the Bond Insurance 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 shall be the successor and act in such capacity capa city as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Bondholders, to the Servicer respecting as servicer shall during the HELOCs term of its service as provided herein, it shall do so in a separate capacity servicer (i) continue to service and not in its capacity as Indenture Trustee and, accordingly, administer the provisions of Article VI Mortgage Loans for the benefit of the Indenture shall be inapplicable Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the perfor xxxxx 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 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor Servicer shall fail to deliver any required deposit to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession here under.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel pursuant to Section 6.05 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor Mortgage Loan Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 5.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fxxxxx Mae- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $15,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will shall not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 6.06 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by the Master time a Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that 9.01, the Master Servicer (or if such Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actthe Master Servicer, the Indenture Trustee Trustee) shall automatically become be the successor in all respects to the Master such Servicer in its capacity under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto and arising thereafter placed on the Master such Servicer by the terms and provisions hereof; provided, however, that the Sponsor appointment of such successor Servicer shall have not result in an Adverse Rating Event as confirmed in writing by the right Rating Agencies; provided, further, that any failure to either (a) immediately assume perform such duties or responsibilities caused by such terminated Servicer's failure to provide information or monies required by this Servicing Agreement shall not be considered a default by the duties successor Servicer hereunder. The successor Servicer shall not be liable for any of the Master representations and warranties of such terminated Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to for any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made losses incurred by such terminated Servicer hereunder nor shall the successor Master Servicer) incurred by the Master Servicer at or prior be required to the time of terminationpurchase any Mortgage Loan hereunder. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee successor Servicer shall be entitled to compensation the same servicing fees and all funds relating to the Mortgage Loans which the Master such terminated Servicer would have been entitled to retain if the Master such terminated Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee successor Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint or if the Holders of Bonds entitled to at least 25% of all of the Voting Rights so request in writing to the Indenture Trustee, provided no direction inconsistent with the following has been given to the Indenture Trustee during a sixty (60) day period following such request by Holders of Bonds representing at least 25% of the Voting Rights of such Bonds, shall promptly appoint, or petition a court of competent jurisdiction for the appointment of, a loan servicing institution with (a) a net worth at the time of such appointment of at least $15,000,000 and (b) whose appointment will not result in an Adverse Rating Event by any Rating Agency as confirmed in writing, to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to act as a successor to the Master such Servicer only, meeting the criteria set forth in pursuant to Section 6.07 herein, as the successor to the Master Servicer hereunder in the assumption 13.09 of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicerthis Servicing Agreement. Pending appointment of a successor to the Master such terminated Servicer hereunder, the Master Servicer or the Indenture Trustee Trustee, as applicable, shall be the successor and act in such capacity as hereinabove herein above provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and any such successor shall take such actionmay agree upon the servicing compensation to be paid, consistent with this Agreement, as shall which in no event may be necessary to effectuate any such succession. (b) If greater than the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable compensation payable to the Indenture Trustee in its duties as the successor to the Master applicable Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerunder this Servicing Agreement.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days after the receipt by date the Master Servicer of and the Indenture Trustee receive a notice of termination pursuant to Section 7.01 or an Opinion of Counsel sends a resignation notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall automatically become be the successor in all respects to the Master Servicer in its capacity under this Agreement as Master Servicer hereunder and with respect to the transactions set forth or provided for herein herein, and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor . Nothing in any Basic Document shall have the right be construed to either (a) immediately assume the duties of the Master Servicer permit or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that require the Indenture Trustee shall have no obligation whatsoever with respect to (i) be responsible or accountable for any liability (including advances deemed recoverable and not previously made with respect act or omission of any prior Master Servicer prior to the relevant Payment Date giving rise to issuance of the Master Servicer Event related notice of Default which shall be made by such termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) incurred fund any losses on any Permitted Investment directed by the any prior Master Servicer at hereunder or (iv) be responsible for the representations or warranties of any such prior to the time of terminationMaster Servicer. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. If the Master Servicer had continued Enhancer desires to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, have a Person other that the Indenture Trustee may, serve as successor Master Servicer or if it shall be the Indenture Trustee is (i) unwilling so to act, act as successor Master Servicer or shall, if it is (ii) legally unable so to act, then the Enhancer shall appoint or the Indenture Trustee may appoint, with the consent of the Enhancer, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance mortgage loan servicing institution which is having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of with respect to all or any part of the Master Servicer's responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee shall obtain in writing that such the appointment of such successor Master Servicer would result in a letter from each Rating Agency that the ratingsEvent, if any, on each of the Notes (determined without regard to the Policy) will not be lowered as a result of . Notwithstanding the selection of foregoing, pending the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation that the Master Servicer would otherwise have received pursuant to Section 3.10 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that the provisions ). The appointment of Section 6.06 shall apply, the compensation a successor Master Servicer shall not be in excess affect any liability of that which the predecessor Master Servicer would that may have been entitled arisen under this Agreement prior to if the its termination as Master Servicer, nor shall any successor Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations be liable for any acts or omissions of the any predecessor Master Servicer to pay compensation to or for any third Person acting as an agent breach by such Master Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany other Basic Document. The Indenture Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor Master Servicer, including the Indenture Trustee Trustee, (i) shall succeed to any duties be bound by the terms of the Insurance Agreement and (ii) shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer respecting shall fail to make any required deposit into the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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, (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 Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Class 1-A-1, Class 1-A-2, Class 2-A Bonds and Class M-1, Class M-2, Class M- 3, Class M-0, Xxxxx X-0 and Class M-6 Certificates by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 8.01 or an Opinion of Counsel pursuant to Section 6.05 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 7.07, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, with the consent of the Note Insurer (so long as no Note Insurer Default exists), appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain receives a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI VII of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article VVI, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Indenture Trustee shall automatically appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days, shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided. Notwithstanding the foregoing, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, 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 hereunder. During such 90 day period, neither the Indenture Trustee nor any successor servicer shall have no obligation whatsoever be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture 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 Home Equity Loan 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 Equity Loan, (iv) fund any Additional Balances with respect to any liability Revolving Credit Loans, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject any successor servicer other than the Indenture Trustee shall be entitled to Sections 6.09 such compensation as it and 6.10the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Master Servicer had continued Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to act hereunder, except for those amounts due Section 3.05(a)(i) of the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredIndenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee may, if it shall be is unwilling so to actact as successor servicer itself or appoint a successor to act as successor servicer, or shall, (ii) if it the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to act, the Indenture Trustee 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan or home equity loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedprovided that any such successor servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the Indenture Trustee shall obtain a letter from each appointment of any such successor servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agency that the ratingsAgencies, if any, on each of the Notes (determined without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master ServicerCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed 90 days, shall be itself succeed or appoint a successor to succeed to all of the successor rights and act in such capacity as duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the HELOCs compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as it the Credit Enhancer and such successor shall agree; provided, howevertogether with the Transition Costs of the successor servicer, that which shall be paid by the provisions predecessor Servicer). The appointment of Section 6.06 a successor servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation obligation to purchase Home Equity 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, the Trust, the Credit Enhancer and the Owner Trustee pursuant to Section 6.06), nor shall not any successor servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such predecessor servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the Home Equity Loans for the benefit of the Master Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as provided herein, it shall do the Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be bound by the provisions of Article VI terms of the Insurance Agreement. (c) Any successor servicer, including the Indenture Trustee, shall not be inapplicable deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel 6.01, sends a notice pursuant to Section 6.05 5.04, or its term expires and is not renewed pursuant to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actpenultimate paragraph of Section 6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that including but not limited to the Sponsor provisions of Article VIII. Nothing in this Servicing Agreement shall have be construed to permit or require the right Indenture Trustee to either (ai) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (biv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect required Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so notify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee 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, appoint any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the other mortgage loan Master Servicer only, meeting the criteria set forth in Section 6.07 herein, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; PROVIDED, that any such successor Master Servicer shall be acceptable to the Note Insurer, as evidenced by the Note Insurer'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 the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies or the ratings assigned to the Notes without taking into account the Note Insurance Policy; provided, that the Indenture Trustee however, Advanta shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of become the successor to Master Servicer if the Master ServicerServicer was terminated for reasons other than due to any action or inaction on the part of Advanta. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer as Master Servicer shall during the term of its service as Master Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders and the Note Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders and the Note Insurer, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession here- under.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (ratings assigned to the Class A-1 Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class A-IO Bonds or Class B Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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 Agreement, 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; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (ratings assigned to the Class A Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class M Bonds and Class B Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, Mortgage Loans in an amount equal to the compensation shall not be in excess of that which the Master Servicer would otherwise have been entitled received pursuant to if Section 3.15 (or such lesser compensation as the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as agree). The appointment of a successor Master Servicer shall be necessary to effectuate not affect any such succession. (b) If the Indenture Trustee shall succeed to any duties liability of the predecessor Master Servicer respecting the HELOCs which may have arisen under this Servicing Agreement prior to its termination as provided hereinMaster Servicer (including, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordinglywithout limitation, the provisions of Article VI of the Indenture shall be inapplicable obligation to the Indenture Trustee in its duties as the successor purchase Mortgage Loans pursuant to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue Section 3.01, to apply pay any deductible under an insurance policy pursuant to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.Section

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel 6.01, sends a notice pursuant to Section 6.05 5.04, or its term expires and is not renewed pursuant to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actpenultimate paragraph of Section 6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iv) be responsible for the representations and warranties of the Master Servicer; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any required Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect failed to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so notify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee 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, appoint any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicerother mortgage loan Master Servicer (b) Any successor, and with respect to a successor including the Indenture Trustee on behalf of the Noteholders, to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, as the successor to the Master Servicer hereunder in shall during the assumption term of all or any part its service as Master Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the responsibilitiesNoteholders and the Note Insurer, duties (ii) maintain in force a policy or liabilities policies of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor insurance covering errors and 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 out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor omissions in the performance of master servicing responsibilities hereunder. The Indenture Trustee its obligations as Master Servicer hereunder and such successor shall take such actiona fidelity bond in respect of its officers, consistent with this Agreement, employees and agents to the same extent as shall be necessary the Master Servicer is so required pursuant to effectuate any such successionSection 3.11. (bc) If Any successor Master Servicer, including the Indenture Trustee shall succeed to any duties on behalf of the Noteholders and the Note Insurer, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.01 hereof, the Indenture Trustee shall automatically become shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that hereof and applicable law including the Sponsor shall have the right obligation to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of make advances pursuant to Section 6.07 herein; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination4.01. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to compensation which all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, except for those amounts due if the Indenture Trustee has become the successor to the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the abovein accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution the appointment of which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to does not adversely affect the Master Servicer only, meeting then current rating of the criteria set forth in Section 6.07 herein, Notes by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel pursuant to Section 6.05 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 5.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Fxxxxx Mae- or Xxxxxxx Fxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 6.06 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that any such successor Master Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of Rating Agencies without taking the successor to the Master ServicerBond Insurance Policies into account. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensa tion which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11(g). (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as master servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided. Nothing in this Servicing Agreement or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the responsibilities, howeverduties and liabilities of the initial Master Servicer in its capacity as Seller under the Mortgage Loan Purchase Agreement, that the Sponsor shall have the right to either (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (iii) require or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that obligate the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) incurred 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 at or prior to the time of terminationServicer. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Mortgage Collateral holders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan or home equity loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedprovided that any such successor Master Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent which consent shall not be unreasonably withheld and provided further that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Securities by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.09 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.13. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverMortgage Collateral holders, shall apply not be deemed in default or to it in have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the Master Servicer's receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 8.01 or an Opinion of Counsel Section 8.06 or resignation pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act7.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein Agreement, and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; providedof this Agreement, howeverexcept that neither the Indenture Trustee nor the Backup Servicer shall 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 Section 8.06, that as the Sponsor shall have the right case may be, or be subject to either (a) immediately assume the duties any obligation of the Master Servicer to indemnify or (b) select a successor hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the predecessor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (including any right of indemnity) incurred by of the Master Servicer at or prior to the time of terminationServicer. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation which (whether payable out of the Collection Account or otherwise) as the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted 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 advances previously made the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or expenses previously incurredofficial may have the power to prevent the Indenture Trustee or the Noteholders from effecting a transfer of servicing. Notwithstanding the above, in the event of a termination of the Master Servicer pursuant to Section 8.01, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is shall be legally unable so to act, appoint appoint, or petition a court of competent jurisdiction to appoint, any established housing financial institution, having a net worth of not less than $50,000,000 and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to whose regular business shall include the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinservicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicerunder this Agreement. Pending appointment of a any such successor to the Master Servicer hereunderServicer, the Indenture Trustee shall be the successor and act in such capacity as hereinabove providedprovided above. In connection with such appointment and assumptionappointment, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs as Contracts it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Noteholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of 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 (bv) select a successor be responsible for the representa tions and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that any such successor Master Servicer will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Notes by the selection of Rating Agencies or the successor ratings assigned to the Master ServicerNotes. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Noteholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel 6.01, sends a notice pursuant to Section 6.05 5.04, or its term expires and is not renewed pursuant to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to actpenultimate paragraph of Section 6.01, the Indenture Trustee on behalf of the Noteholders and the Note Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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) be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iv) be responsible for the representations and warranties of the Master Servicer; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any required Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect failed to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee shall so notify the Note Insurer, and the Note Insurer may appoint a successor Master Servicer if no Note Insurer Default exists and, if it does not do so within 30 days after receipt of such notice, the Indenture Trustee 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, appoint any established housing and home finance institution which is a Xxxxxx Mae- institution, bank or Xxxxxxx Mac-approved servicer, and with respect to a successor to the other mortgage loan Master Servicer only, meeting the criteria set forth in Section 6.07 herein, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Master Servicer shall be acceptable to the Indenture Trustee Note Insurer, as evidenced by the Note Insurer's prior written consent (which consent shall obtain a letter from each Rating Agency not be unreasonably withheld) and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Notes by the Rating Agencies or the ratings assigned to the Notes without taking into account the Note Insurance Policy) will not be lowered as a result of the selection of ; provided, however, Advanta shall become the successor to Master Servicer if the Master ServicerServicer was terminated for reasons other than due to any action or inaction on the part of Advanta. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pur suant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any succes sor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinNoteholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer as Master Servicer shall during the term of its service as Master Servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders and the Note Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverNoteholders and the Note Insurer, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession here under.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by date the Master Servicer of receives a notice of termination pursuant to Section 7.01 10.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion opinion of Counsel counsel or accompanied by the consents required by Section 9.04, or the Servicer is removed as servicer pursuant to this Article X, then, subject to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act4.08, the Indenture Trustee shall automatically become appoint a successor servicer acceptable to the Securities Insurer to be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor successor servicer shall have the right not be liable for any actions of any servicer prior to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinit; provided further, however, that if a successor servicer cannot be retained in a timely manner, the Indenture Trustee shall have no obligation whatsoever act as successor servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer pursuant to this Section 10.02, the Indenture Trustee will make reasonable efforts consistent with respect 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 liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which such Mortgaged Property State. The successor servicer shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior obligated to the time of terminationmake Servicing Advances hereunder. As compensation therefor, but subject the successor servicer appointed pursuant to Sections 6.09 and 6.10the following paragraph, the Indenture Trustee shall be entitled to compensation all funds relating to the Home Loans which the Master Servicer would have been entitled to retain receive from the Collection Account pursuant to Section 5.01(c) as if the Master Servicer had continued to act as servicer hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and together with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, as the successor to the Master Servicer hereunder other servicing compensation in the form of assumption of all fees, late payment charges or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs otherwise as provided herein, it shall do so in a separate capacity Sections 7.01 and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer7.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of sends a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Securityholders, or other successor appointed in accordance with this Section 6.02, shall automatically become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Master Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) be responsible or accountable for any act or omission of the predecessor Master Servicer, (ii) fund any losses on any Eligible Investment directed by any other Master Servicer, or (iii) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Monthly Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Monthly Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Monthly Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationa Nonrecoverable Advance. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Securityholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee shall obtain appointment of any such successor Master Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the applicable Securities by the Rating Agencies (as evidenced by a letter from each to such effect delivered by the Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master ServicerAgencies). Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Master Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Master Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinSecurityholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer as master servicer shall during the term of its service as master servicer shall (i) continue to master service and administer the Mortgage Loans for the benefit of the Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.03. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverSecurityholders, shall apply not be deemed to it be in default or to have breached its capacity duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Payment Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any master servicing fee or any differential in the amount of the master servicing fee paid hereunder and the amount necessary to induce any successor Master Servicer to act as a successor master servicerMaster Servicer under this Master Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel pursuant to Section 6.05 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master ServicerServicer ) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 5.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 6.06 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Purchase Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2 and Class 2-B Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the RMBS Master Servicer of sends a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall automatically become the successor in all respects to the RMBS Master Servicer in its capacity as RMBS Master Servicer under this Master Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the RMBS Master Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement shall be construed to permit or require the Indenture Trustee or any other successor RMBS Master Servicer to (i) be responsible or accountable for any act or omission of the predecessor RMBS Master Servicer, (ii) fund any losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for the representations and warranties of the RMBS Master Servicer, except as provided herein; provided, however, that the Sponsor Indenture Trustee, as successor RMBS Master Servicer, shall have be required to make any Monthly Advances to the right to either (a) immediately assume extent that the duties of the RMBS Master Servicer or (b) select a successor Master Servicer meeting failed to make such Monthly Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Monthly Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationa Nonrecoverable Advance. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the RMBS Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor RMBS Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Noteholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the RMBS Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the RMBS Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the RMBS Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor RMBS Master Servicer shall not affect any liability of the predecessor RMBS Master Servicer which may have arisen under this Master Servicing Agreement prior to its termination as RMBS Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation obligation to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall not be in excess of that which the any successor RMBS Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor RMBS Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the RMBS Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Master Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Noteholders, to the RMBS Master Servicer respecting as master servicer shall during the HELOCs term of its service as provided herein, it master servicer shall do so in a separate capacity (i) continue to master service and not in its capacity as Indenture Trustee and, accordingly, administer the provisions of Article VI Mortgage Loans for the benefit of the Indenture shall be inapplicable Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as RMBS Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the RMBS Master Servicer is so required pursuant to Section 3.03. (c) Any successor RMBS Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor RMBS Master Servicer shall fail to deliver any required deposit to the Master Servicer Securities Administrator Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in the servicing of the HELOCs (although such provisions no event shall continue to apply to the Indenture Trustee be liable for any master servicing fee or any differential in its capacity the amount of the master servicing fee paid hereunder and the amount necessary to induce any successor RMBS Master Servicer to act as Indenture Trustee); a successor RMBS Master Servicer under this Master Servicing Agreement and the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel pursuant to Section 6.05 5.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor Mortgage Loan Seller shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 5.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $15,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will shall not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 6.06 5.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a1) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to acttermination, the Indenture Trustee shall automatically become be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein herein, and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on and arising thereafter shall be assumed by the Indenture Trustee (except for any representations or warranties of the Master Servicer under this Servicing Agreement, the responsibilities, duties and liabilities contained in Section 2.01 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereofhereof including, without limitation, the Master Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Sponsor shall have the right Indenture Trustee is prohibited by law or regulation from obligating itself to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided furthermake advances regarding delinquent mortgage loans, however, that then the Indenture Trustee shall have no obligation whatsoever with respect not be obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any liability (including advances deemed recoverable and failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not previously made with respect to be considered a default by the relevant Payment Date giving rise Indenture Trustee as successor to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationhereunder. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to compensation the Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled to retain if the Master Servicer it had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the aboveabove and subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Notes entitled to actat least 51% of the Voting Rights so request in writing to the Indenture Trustee, promptly appoint or petition a court of competent jurisdiction to appoint, any an established housing mortgage loan servicing institution acceptable to each Rating Agency and home finance institution which is having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinnet worth of not less than $15,000,000, as the successor to the Master Servicer hereunder under this Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that under this Servicing Agreement. The Indenture Trustee or other successor master servicer shall be entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the Master Servicer is unable to fulfill its obligations hereunder or if the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each is acting as successor Master Servicer) for all reasonable out- of-pocket costs (such expenses of the Notes (without regard Indenture Trustee to be documented by the Indenture Trustee to the Policyextent possible) will not associated with the transfer of servicing from the predecessor master servicer, including without limitation, any such costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be lowered as a result of required by the selection of Indenture Trustee to correct any errors or insufficiencies in the successor servicing data or otherwise to enable the Master Servicer. Pending Indenture Trustee to service the Mortgage Loans properly and effectively. (2) No appointment of a successor to the Master Servicer hereunder, the Indenture Trustee under this Servicing Agreement shall be effective until the assumption by the successor of all of the Master Servicer's responsibilities, duties and act in such capacity as hereinabove providedliabilities hereunder. In connection with such appointment and assumptionassumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the HELOCs Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the no such compensation shall not be in excess of that which permitted the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that as such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Depositor, the Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties . Pending appointment of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to under this Servicing Agreement, the Indenture Trustee shall act in its such capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerhereinabove provided.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties be responsible or accountable for any act or omission of the Master Servicer prior to the issuance of a notice of 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that any such successor Master Servicer will not result in the Indenture Trustee shall obtain a letter from each Rating Agency that the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of Rating Agencies or the successor ratings assigned to the Master ServicerBonds. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensa tion which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Bondholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11. (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11(g). (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as a successor master servicerServicer under this Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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 Purchase 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, except as provided herein; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer’s prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on reduction or withdrawal of the ratings assigned to each of the Notes (Class 1-A-1 Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2 Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 2-M-1, Class 2-M-2, Class 1-B-1, Class 1-B-2, Class 2-B-1 and Class 2-B-2 Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedPROVIDED, that any such successor Master Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of Rating Agencies without taking the successor to the Master ServicerBond Insurance Policy into account. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Bondholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11(g). (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity as successor master servicerduties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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 Purchase 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, except as provided herein; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer’s prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on reduction or withdrawal of the ratings assigned to each of the Notes (Class A Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class B Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Sale and Contribution Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (ratings assigned to the Class A Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class B Bonds by the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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 Purchase 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, except as provided herein; provided, however, that the Sponsor Indenture Trustee, as successor Master Servicer, shall have be required to make any Advances to the right to either (a) immediately assume the duties of extent that the Master Servicer or (b) select a successor Master Servicer meeting failed to make such Advances, to the criteria of Section 6.07 herein; provided further, however, that extent such Advance is not determined by the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationnonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Bondholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that appointment of any such successor Master Servicer will not result in the ratingsqualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Grantor Trust Certificates and Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2 Bonds by the selection of the successor to the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee 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 acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor 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 deliver 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, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor 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 fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Servicer respecting the HELOCs as provided hereinBondholders, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master 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 Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the servicing performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as the Master Servicer is so required pursuant to Section 3.11(g). (although such provisions shall continue to apply to c) Any successor Master Servicer, including the Indenture Trustee in its capacity as Indenture Trustee); on behalf of the provisions of Article V, howeverBondholders, shall apply not be deemed to it be in default or to have breached its capacity duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as a successor master servicerServicer under this Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof, 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) be responsible or accountable for any act or omission of the Servicer prior to the issuance of a notice of termination hereunder, (ii) require or obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the Servicer; provided, however, that the Sponsor Indenture Trustee, as successor Servicer, shall have be required to make any required Advances to the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, extent that the Indenture Trustee shall have no obligation whatsoever with respect Servicer failed to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by make such successor Master Servicer) incurred by the Master Servicer at or prior to the time of terminationAdvances. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee 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, appoint any established housing hous- ing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that any such successor Servicer shall be acceptable to the Indenture Trustee shall obtain a letter from each Rating Agency Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (without regard ratings assigned to the Policy) will not be lowered as a result of Bonds by the selection of Rating Agencies or the successor ratings assigned to the Master ServicerBonds without taking into account the Bond Insurance 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 shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insur- ance policy pursuant to Section 3.11 or to indemnify the Inden- ture Trustee pursuant to Section 5.06), nor shall not any successor Servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such Servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Bondholders, to the Servicer respecting as servicer shall during the HELOCs term of its service as provided herein, it shall do so in a separate capacity servicer continue to service and not in its capacity as Indenture Trustee and, accordingly, administer the provisions of Article VI Mortgage Loans for the benefit of the Indenture shall be inapplicable Bondholders and the Bond Insurer, (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 3.11. (c) Any successor Servicer, including the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor Servicer shall fail to deliver any required deposit to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 5.09, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs as it and such successor shall agree; provided, however, that the provisions of Section 6.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 7.01 5.01 or an Opinion of Counsel pursuant to Section 6.05 4.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Indenture Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Sponsor Seller shall have the right to either (ai) immediately assume the duties of the Master Servicer or (bii) select a successor Master Servicer meeting the criteria of Section 6.07 hereinServicer; provided further, however, that the Indenture Trustee shall have no obligation whatsoever with respect to any liability (including advances deemed recoverable and not previously made with respect to the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Sections 6.09 and 6.10Section 4.06, the Indenture Trustee shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 hereinhaving a net worth of not less than $10,000,000, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Notes (without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Indenture Trustee shall be the successor and 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 out of payments on the HELOCs Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 6.06 4.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (b) If the Indenture Trustee shall succeed to any duties of the Master Servicer respecting the HELOCs Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI of the Indenture shall be inapplicable to the Indenture Trustee in its duties as the successor to the Master Servicer in the servicing of the HELOCs Mortgage Loans (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article VIV, however, shall apply to it in its capacity as successor master servicer.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master HELOC Back-Up Servicer of sends a notice of termination pursuant to clause (i) of Section 7.01 or an Opinion of Counsel pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Class VI-A Noteholders (if it is unable to appoint a successor HELOC Back-Up Servicer in accordance with Section 6.01), or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master HELOC Back-Up Servicer in its capacity as HELOC Back-Up Servicer under this Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master HELOC Back-Up Servicer by the terms and provisions hereof, including but not limited to the provisions of Article V; provided, however, that the Sponsor Indenture Trustee as successor HELOC Back-Up Servicer shall have the right to either (a) immediately not assume the duties obligations of the Master HELOC Back-Up Servicer or (b) select a successor Master Servicer meeting under Section 3.01 and Article IV herein and under the criteria second paragraph of Section 6.07 herein; provided further, however, that 3.01(a) of the HELOC Servicing Agreement. Nothing in this Agreement shall be construed to permit or require the Indenture Trustee shall have no obligation whatsoever with respect or any other successor HELOC Back-Up Servicer to (i) be responsible or accountable for any liability act or omission of the predecessor HELOC Back-Up Servicer, or (including advances deemed recoverable ii) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master HELOC Back-Up Servicer) incurred by the Master Servicer at or prior to the time of termination, except as provided herein. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master HELOC Back-Up Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor HELOC Back-Up Servicer, or shall, (ii) if it the Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf of the Class VI-A Noteholders 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master HELOC Back-Up Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master HELOC Back-Up Servicer hereunder; provided, provided that the Indenture Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each appointment of the Notes any such successor HELOC Back-Up Servicer (without regard to the Policyi) will not be lowered as a result in the qualification, reduction or withdrawal of the selection of the successor ratings assigned to the Master ServicerClass VI-A Notes by the Rating Agencies without giving effect to the Policy (as evidenced by a letter to such effect delivered by the Rating Agencies) and (ii) is consented to in writing by the Insurer. Pending appointment of a successor to the Master HELOC Back-Up Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on HELOC Mortgage Loans in an amount equal to the HELOCs compensation which the HELOC Back-Up Servicer would otherwise have received pursuant to this Agreement (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided, however, that the provisions ). The appointment of Section 6.06 shall apply, the compensation a successor HELOC Back-Up Servicer shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations affect any liability of the Master predecessor HELOC Back-Up Servicer which may have arisen under this Agreement prior to pay compensation its termination as HELOC Back-Up Servicer (including, without limitation, to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any third Person acting as an agent successor HELOC Back-Up Servicer be liable for any acts or independent contractor omissions of the predecessor HELOC Back-Up Servicer or for any breach by such HELOC Back-Up Servicer of any of its representations or warranties contained herein or in the performance of master servicing responsibilities hereunderany 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. In connection with the termination or resignation of the HELOC Back-Up Servicer hereunder, the successor HELOC Back-Up Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Back-Up Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS. (b) If Any successor, including the Indenture Trustee shall succeed to any duties on behalf of the Master Class VI-A Noteholders, to the HELOC Back-Up Servicer respecting as back-up servicer shall during the HELOCs term of its service as provided herein, it shall do so in a separate capacity back-up servicer continue to back-up service and not in its capacity as Indenture Trustee and, accordingly, administer the provisions of Article VI HELOC Mortgage Loans for the benefit of the Indenture shall be inapplicable to Securityholders. (c) Any successor HELOC Back-Up Servicer, including the Indenture Trustee on behalf of the Class VI-A Noteholders, shall not be deemed to be in default or to have breached its duties as hereunder if the successor predecessor HELOC Back-Up Servicer shall fail to cooperate with any required succession hereunder. (d) Notwithstanding anything else herein to the Master Servicer contrary, in the servicing of the HELOCs (although such provisions no event shall continue to apply to the Indenture Trustee be liable for any servicing fee or any differential in its capacity the amount of the servicing fee paid hereunder and the amount necessary to induce any successor HELOC Back-Up Servicer to act as Indenture Trustee); a successor HELOC Back-Up Servicer under this Agreement and the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) Upon On and after the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 or an Opinion of Counsel sends a notice pursuant to Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act6.04, the Indenture Trustee shall automatically appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days, shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and in connection with the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided. Notwithstanding the foregoing, however, that the Sponsor shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer meeting the criteria of Section 6.07 herein; provided further, however, 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 hereunder. During such 90 day period, neither the Indenture Trustee nor any successor servicer shall have no obligation whatsoever be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture 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 Home Equity Loan 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 Equity Loan, (iv) fund any Additional Balances with respect to any liability Revolving Credit Loans, (including advances deemed recoverable v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and not previously made with respect to warranties of the relevant Payment Date giving rise to the Master Servicer Event of Default which shall be made by such successor Master Servicer) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject any successor servicer other than the Indenture Trustee shall be entitled to Sections 6.09 such compensation as it and 6.10the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if no such notice of termination had been given. The predecessor Servicer shall also pay the Master Servicer had continued Transition Costs of the Indenture Trustee or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be paid pursuant to act hereunder, except for those amounts due Section 3.05(a)(i) of the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredIndenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee may, if it shall be is unwilling so to actact as successor servicer itself or appoint a successor to act as successor servicer, or shall, (ii) if it the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to act, the Indenture Trustee 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan or home equity loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; providedprovided that any such successor servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit Enhancer’s prior written consent which consent shall not be unreasonably withheld or delayed and provided further that the Indenture Trustee shall obtain a letter from each appointment of any such successor servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Securities by the Rating Agency that the ratingsAgencies, if any, on each of the Notes (determined without regard to the Policy) will not be lowered as a result of the selection of the successor to the Master ServicerCredit Enhancement Instrument. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee, in a period not to exceed 90 days, shall be itself succeed or appoint a successor to succeed to all of the successor rights and act in such capacity as duties of the Servicer hereunder hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Home Equity Loans in an amount equal to the HELOCs compensation which the Servicer would otherwise have received pursuant to Section 3.09 (or such other compensation as it the Credit Enhancer and such successor shall agree; provided, howevertogether with the Transition Costs of the successor servicer, that which shall be paid by the provisions predecessor Servicer). The appointment of Section 6.06 a successor servicer shall applynot affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as Servicer (including, without limitation, the compensation obligation to purchase Home Equity 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, the Issuer, the Credit Enhancer and the Owner Trustee pursuant to Section 6.06), nor shall not any successor servicer be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations liable for any acts or omissions of the Master predecessor Servicer to pay compensation to or for any third Person acting as an agent breach by such predecessor servicer of any of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If Any successor, including the Indenture Trustee Trustee, to the Servicer as servicer shall succeed during the term of its service as servicer (i) continue to any duties service and administer the Home Equity Loans for the benefit of the Master Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer respecting hereunder and a fidelity bond in respect of its officers, employees and agents to the HELOCs same extent as provided herein, it shall do the Servicer is so in a separate capacity required pursuant to Section 3.13 and not in its capacity as Indenture Trustee and, accordingly, (iii) be bound by the provisions of Article VI terms of the Insurance Agreement. (c) Any successor servicer, including the Indenture Trustee, shall not be inapplicable deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Indenture Trustee in its duties as the successor to the Master Servicer in the Collection Account or otherwise cooperate with any required servicing of the HELOCs (although such provisions shall continue to apply to the Indenture Trustee in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicertransfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) Upon Within 90 days of the receipt by time the Master Servicer of receives a notice of termination pursuant to Section 7.01 6.01 or an Opinion of Counsel sends a notice pursuant to clause (i) of Section 6.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall automatically become be the successor in all respects to the Master Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities duties and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, howeverincluding 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, that duties and liabilities of the Sponsor shall have initial Master Servicer in its capacity as the right to either Seller under the Mortgage Loan Purchase Agreement, (aii) immediately assume the duties 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 (bv) select a successor be responsible for the representations and warranties of the Master Servicer meeting the criteria of Section 6.07 Servicer, except as provided herein; provided furtherPROVIDED, howeverHOWEVER, that the Indenture Trustee Trustee, as successor Master Servicer, shall have no obligation whatsoever with respect be required to make any liability (including advances deemed recoverable and not previously made with respect Advances to the relevant Payment Date giving rise to extent that the Master Servicer Event of Default which shall be made by failed to make such successor Master Servicer) incurred Advances, to the extent such Advance is not determined by the Master Servicer at or prior Indenture Trustee to the time of terminationbe nonrecoverable. As compensation therefor, but subject to Sections 6.09 and 6.10, the Indenture Trustee shall be entitled to such compensation which as the Master Servicer would have been entitled to retain hereunder if the Master Servicer no such notice of termination had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurredbeen given. Notwithstanding the above, (i) if the Indenture Trustee may, if it shall be is unwilling so to actact as successor Master Servicer, or shall, (ii) if it 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, appoint any established housing and home finance institution which is institution, bank or other mortgage loan servicer having a Xxxxxx Mae- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the Master Servicer only, meeting the criteria set forth in Section 6.07 herein, net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, PROVIDED that the Indenture Trustee appointment of any such successor Master Servicer shall obtain a letter from each Rating Agency be acceptable to the Bond Insurer, as evidenced by the Bond Insurer's prior written consent and provided further that the ratingsappointment of any such successor Master Servicer will not result in the qualification, if any, on each reduction or withdrawal of the Notes (ratings assigned to the Class A-3 Bonds without regard to the Policy) will not be lowered as a result of Bond Insurance Policy or the selection of Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2 Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the successor to Class B Bonds by the Master ServicerRating Agencies. Pending appointment of a successor to the Master Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting or is unwilling to act as such, the Indenture Trustee shall be the successor and act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the successor shall be entitled to receive compensation of such successor out of payments on Mortgage Loans in an amount equal to the HELOCs compensation which the Master Servicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as it the Indenture Trustee and such successor shall agree; provided). The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Servicing Agreement prior to its termination as Master Servicer (including, however, that the provisions of Section 6.06 shall applywithout limitation, the compensation 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 not be in excess of that which the any successor Master Servicer would have been entitled to if be liable for any acts or omissions of the predecessor Master Servicer had continued to act hereunder, and that or for any breach by such successor shall undertake and assume the obligations of the Master Servicer to pay compensation to of any third Person acting as an agent of its representations or independent contractor warranties contained herein or in the performance of master servicing responsibilities hereunderany related document or agreement. The Indenture Trustee Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. (b) If . In connection with the Indenture Trustee shall succeed to any duties termination or resignation of the Master Servicer respecting hereunder, either (i) the HELOCs as provided hereinsuccessor Master Servicer, it shall do so in a separate capacity and not in its capacity as including the Indenture Trustee andif the Indenture Trustee is acting as successor Master Servicer, accordingly, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the provisions rules and procedures of Article VI MERS in connection with the servicing of the Indenture Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall be inapplicable 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 deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee in its duties and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor to the Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the servicing appropriate recording office. The predecessor Master Servicer shall bear any and all fees of the HELOCs (although MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such provisions shall continue assignment to apply be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in its capacity as Indenture Trustee); the provisions of Article V, however, shall apply to it in its capacity as successor master servicerwhich such assignment was recorded.