Common use of Master Servicer Termination Events Clause in Contracts

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03), which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by the Majority Noteholder; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority Noteholder, the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("a “Master Servicer Termination Events"Event”) shall occur and be continuing: (a) Any any failure by the Master Servicer to make any payment, transfer or deposit in or to give instructions to the Collection Account Trustee to make any withdrawal on or before the date occurring five Business Days after the date such payment, transfer or deposit or instruction is required to be made or given as the case may be, under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to Agreement, any Series Supplement or the Master Servicer by the Indenture Trustee, the Administrator or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; orServicing Agreement; (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or material agreements of the Master Servicer set forth in this Agreement, any Series Supplement or the Notes or in this Agreement (including covenants in Section 2.03)Master Servicing Agreement, which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the DepositorTrustee, or to the Master Servicer, the Depositor Servicer and the Indenture Trustee by the Majority NoteholderHolders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (c) The entry against any representation, warranty or certification made by the Master Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a decree period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, or order to the Master Servicer and the Trustee by a court or agency or supervisory authority having jurisdiction in the premises for Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (d) the Master Servicer shall consent to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its propertyaffairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an any assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; then, and in each and every casethe event of any such Master Servicer Termination Event, so long as a the Master Servicer Termination Event shall not have been remedied by the Master Servicerremedied, either the Indenture Trustee Trustee, or the Depositor may, and at the direction Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Majority Noteholder, the Indenture Trustee shallClass Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master ServicerServicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), the Depositor and the Indenture Trustee, as applicable, may terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities Agreement and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminateany Series Supplements then outstanding. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the After receipt by the Master Servicer of such written noticeTermination Notice, and on the date that a Successor Master Servicer shall have been appointed by the Trustee pursuant to Section 10.03, all authority and power of, and all benefits accruing to, of the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, Agreement shall pass to and be vested in the Indenture Trustee or, if a successor Successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01Servicer; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Master Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwiseservicing rights. The Master Servicer agrees to cooperate with the Indenture Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it such Successor Master Servicer of all cash amounts that authority of the Master Servicer to service the Receivables (and receivables in Charged-Off Accounts) provided for under this Agreement, including, without limitation, all authority over all Collections which shall at on the time date of transfer be held by the terminated Master Servicer and to be deposited by it in the Collection Accountfor deposit, or that which have been deposited by the Master Servicer in any Investor Account, or which shall thereafter be received with respect to the Receivables (or receivables in Charged-Off Accounts), and in assisting the Successor Master Servicer. The terminated Master Servicer shall promptly make available its electronic records relating to the Receivables (and receivables in Charged-Off Accounts) and Interchange to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request and shall promptly make available to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables (and receivables in Charged-Off Accounts) and the determining and reporting of Interchange in the Collection Account or thereafter received by manner and at such times as the Successor Master Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the terminated Master Servicer with respect to disclose to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Successor Master Servicer Termination Event if such delay or failure could not be prevented by the exercise information of reasonable diligence by any kind which the Master Servicer and such delay or failure was caused by an act of Godreasonably deems to be confidential, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Successor Master Servicer from using its best efforts shall be required to perform its obligations in a timely manner in accordance with the terms of this Agreement, enter into such customary licensing and confidentiality agreements as the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of deem necessary to protect its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Eventsinterests.

Master Servicer Termination Events. If any one of the following events ("a “Master Servicer Termination Events"Event”) shall occur and be continuing: (a) Any any failure by the Master Servicer to make any payment, transfer or deposit in or to give instructions to the Collection Account Trustee to make any withdrawal on or before the date occurring five Business Days after the date such payment, transfer or deposit or instruction is required to be made or given as the case may be, under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to Agreement, any Series Supplement or the Master Servicer by the Indenture Trustee, the Administrator or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; orServicing Agreement; (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or material agreements of the Master Servicer set forth in this Agreement, any Series Supplement or the Notes or in this Agreement (including covenants in Section 2.03)Master Servicing Agreement, which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the DepositorTrustee, or to the Master Servicer, the Depositor Servicer and the Indenture Trustee by the Majority NoteholderHolders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (c) The entry against any representation, warranty or certification made by the Master Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a decree period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, or order to the Master Servicer and the Trustee by a court or agency or supervisory authority having jurisdiction in the premises for Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (d) the Master Servicer shall consent to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its propertyaffairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an any assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; then, and in each and every casethe event of any such Master Servicer Termination Event, so long as a the Master Servicer Termination Event shall not have been remedied by the Master Servicerremedied, either the Indenture Trustee Trustee, or the Depositor may, and at the direction Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Majority Noteholder, the Indenture Trustee shallClass Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master ServicerServicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), the Depositor and the Indenture Trustee, as applicable, may terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities Agreement and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminateany Series Supplements then outstanding. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the After receipt by the Master Servicer of such written noticeTermination Notice, and on the date that a Successor Master Servicer shall have been appointed by the Trustee pursuant to Section 10.03, all authority and power of, and all benefits accruing to, of the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, Agreement shall pass to and be vested in the Indenture Trustee or, if a successor Successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01Servicer; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Master Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwiseservicing rights. The Master Servicer agrees to cooperate with the Indenture Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it such Successor Master Servicer of all cash amounts that authority of the Master Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall at on the time date of transfer be held by the terminated Master Servicer and to be deposited by it in the Collection Accountfor deposit, or that which have been deposited by the Master Servicer in any Investor Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Master Servicer. The terminated Master Servicer shall promptly make available its electronic records relating to the Receivables and Interchange to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request and shall promptly make available to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the determining and reporting of Interchange in the Collection Account or thereafter received by manner and at such times as the Successor Master Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the terminated Master Servicer with respect to disclose to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Successor Master Servicer Termination Event if such delay or failure could not be prevented by the exercise information of reasonable diligence by any kind which the Master Servicer and such delay or failure was caused by an act of Godreasonably deems to be confidential, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Successor Master Servicer from using its best efforts shall be required to perform its obligations in a timely manner in accordance with the terms of this Agreement, enter into such customary licensing and confidentiality agreements as the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of deem necessary to protect its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Eventsinterests.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee and the Administrator by the Majority Noteholder; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03), which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by the Majority Noteholder; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority Noteholder, the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee by (i) the Insurer, so long as no Insurer Default exists and is continuing, or (ii) during the Administrator by existence of an Insurer Default, the Majority NoteholderNoteholder (without the consent of the Insurer so long as an Insurer Default is continuing); or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03), which failure (A) materially and adversely affects the interests of Noteholders or, so long as no Insurer Default exists and is continuing, the Insurer and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by (i) the Insurer, so long as no Insurer Default exists and is continuing, or (ii) during the existence of an Insurer Default, the Majority NoteholderNoteholder (without the consent of the Insurer so long as an Insurer Default is continuing); or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (e) a Trigger Event shall have occurred; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee Trustee, the Insurer, so long as no Insurer Default is continuing or the Depositor may, and at the direction of (i) the Insurer, so long as no Insurer Default is existing, or (ii) the Majority NoteholderNoteholder (without the consent of the Insurer so long as Insurer Default exists and is continuing), the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor Depositor, the Insurer and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor Depositor, the Insurer and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee Trustee, the Insurer and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee and by [the Administrator by Insurer or] Holders of Class A Notes evidencing not less than 51% of the Majority Noteholderaggregate Percentage Interests of the Class A Notes; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Class A Notes or in this Agreement (including covenants in Section 2.03)Agreement, which failure (A) materially and adversely affects the interests of Class A Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by [the Majority NoteholderInsurer or] Holders of Class A Notes evidencing not less than 51% of the aggregate Percentage Interests of the Class A Notes; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee Trustee[, the Insurer] or the Depositor may, and at the direction of Holders of Class A Notes evidencing not less than 51% of the Majority Noteholderaggregate Percentage Interests of the Class A Notes [(with the consent of the Insurer so long as no Insurer Default exists)], the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor Depositor[, the Insurer] and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Class A Notes or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor [, the Insurer] and the Class A Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee [, the Insurer] and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee Depositor and the Administrator Trustee by [the Majority NoteholderCertificate Insurer or] Holders of Certificates evidencing not less than 51% of the aggregate Percentage Interests of the Class A and Class M Certificates; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes Certificates or in this Agreement (including covenants in Section 2.03)Agreement, which failure (A) materially and adversely affects the interests of Noteholders Certificateholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by [the Majority NoteholderCertificate Insurer or] Holders of Certificates evidencing not less than 51% of the aggregate Percentage Interests of the Class A and Class M Certificates; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee Trustee[, the Certificate Insurer] or the Depositor may, and at the direction of Holders of Certificates evidencing not less than 51% of the Majority Noteholderaggregate Percentage Interests of the Class A and Class M Certificates [(with the consent of the Certificate Insurer so long as no Certificate Insurer Default exists)], the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor Depositor[, the Certificate Insurer] and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of 60 the initial Master Servicer with respect to the purchase of Home Equity Mortgage Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes Certificates or the Home Equity Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.028.02, such successor Master Servicer pursuant to and under this Section 7.018.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Mortgage Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a8.01(a) for a period of five (5) Business Days or under Section 7.01(b8.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor [, the Certificate Insurer] and the Noteholders Class A and Class M Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee [, the Certificate Insurer] and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events (a "Master Servicer Termination EventsEvent") shall occur and be continuing: (a) Any any failure by the Master Servicer to make any payment, transfer or deposit in or to give instructions to the Collection Account Trustee to make any withdrawal on or before the date occurring five Business Days after the date such payment, transfer or deposit or instruction is required to be made or given as the case may be, under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to Agreement, any Series Supplement or the Master Servicer by the Indenture Trustee, the Administrator or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; orServicing Agreement; (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or material agreements of the Master Servicer set forth in this Agreement, any Series Supplement or the Notes or in this Agreement (including covenants in Section 2.03)Master Servicing Agreement, which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the DepositorTrustee, or to the Master Servicer, the Depositor Servicer and the Indenture Trustee by the Majority NoteholderHolders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (c) The entry against any representation, warranty or certification made by the Master Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a decree period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, or order to the Master Servicer and the Trustee by a court or agency or supervisory authority having jurisdiction in the premises for Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (d) the Master Servicer shall consent to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its propertyaffairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an any assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; then, and in each and every casethe event of any such Master Servicer Termination Event, so long as a the Master Servicer Termination Event shall not have been remedied by the Master Servicerremedied, either the Indenture Trustee Trustee, or the Depositor may, and at the direction Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Majority Noteholder, the Indenture Trustee shallClass Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master ServicerServicer (and to the Trustee if given by the Investor Certificateholders) (a "Termination Notice"), the Depositor and the Indenture Trustee, as applicable, may terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities Agreement and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminateany Series Supplements then outstanding. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the After receipt by the Master Servicer of such written noticeTermination Notice, and on the date that a Successor Master Servicer shall have been appointed by the Trustee pursuant to Section 10.03, all authority and power of, and all benefits accruing to, of the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, Agreement shall pass to and be vested in the Indenture Trustee or, if a successor Successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01Servicer; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Master Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwiseservicing rights. The Master Servicer agrees to cooperate with the Indenture Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it such Successor Master Servicer of all cash amounts that authority of the Master Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall at on the time date of transfer be held by the terminated Master Servicer and to be deposited by it in the Collection Accountfor deposit, or that which have been deposited by the Master Servicer in any Investor Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Master Servicer. The terminated Master Servicer shall promptly make available its electronic records relating to the Receivables to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request and shall promptly make available to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the Collection Account or thereafter received by manner and at such times as the Successor Master Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the terminated Master Servicer with respect to disclose to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Successor Master Servicer Termination Event if such delay or failure could not be prevented by the exercise information of reasonable diligence by any kind which the Master Servicer and such delay or failure was caused by an act of Godreasonably deems to be confidential, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Successor Master Servicer from using its best efforts shall be required to perform its obligations in a timely manner in accordance with the terms of this Agreement, enter into such customary licensing and confidentiality agreements as the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of deem necessary to protect its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Eventsinterests.

Master Servicer Termination Events. If any one of the following events ("a “Master Servicer Termination Events"Event”) shall occur and be continuing: (a) Any any failure by the Master Servicer to make any payment, transfer or deposit in or to give instructions to the Collection Account Trustee to make any withdrawal on or before the date occurring five Business Days after the date such payment, transfer or deposit or instruction is required to be made or given as the case may be, under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to Agreement, any Series Supplement or the Master Servicer by the Indenture Trustee, the Administrator or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; orServicing Agreement; (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or material agreements of the Master Servicer set forth in this Agreement, any Series Supplement or the Notes or in this Agreement (including covenants in Section 2.03)Master Servicing Agreement, which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the DepositorTrustee, or to the Master Servicer, the Depositor Servicer and the Indenture Trustee by the Majority NoteholderHolders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (c) The entry against any representation, warranty or certification made by the Master Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, or to the Master Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (d) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and 70 CH\1159205.11 liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive 120 days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an any assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; then, and in each and every casethe event of any such Master Servicer Termination Event, so long as a the Master Servicer Termination Event shall not have been remedied by the Master Servicerremedied, either the Indenture Trustee Trustee, or the Depositor may, and at the direction Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Majority Noteholder, the Indenture Trustee shallClass Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master ServicerServicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), the Depositor and the Indenture Trustee, as applicable, may terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities Agreement and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminateany Series Supplements then outstanding. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the After receipt by the Master Servicer of such written noticeTermination Notice, and on the date that a Successor Master Servicer shall have been appointed by the Trustee pursuant to Section 10.03, all authority and power of, and all benefits accruing to, of the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, Agreement shall pass to and be vested in the Indenture Trustee or, if a successor Successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01Servicer; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments upon the failure of the Master Servicer to execute or deliver such documents or instruments, and to do or and accomplish all other acts or things necessary or appropriate to effect the purposes of such notice transfer of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwiseservicing rights. The Master Servicer agrees to cooperate with the Indenture Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it such Successor Master Servicer of all cash amounts that authority of the Master Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall at on the time date of transfer be held by the terminated Master Servicer and to be deposited by it in the Collection Accountfor deposit, or that which have been deposited by the Master Servicer in any Investor Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Master Servicer. The terminated Master Servicer shall promptly make available its electronic records relating to the Receivables and Interchange to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request and shall promptly make available to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables and the determining and reporting of Interchange in the Collection Account or thereafter received by manner and at such times as the Successor Master Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the terminated Master Servicer with respect to disclose to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Successor Master Servicer Termination Event if such delay or failure could not be prevented by the exercise information of reasonable diligence by any kind which the Master Servicer and such delay or failure was caused by an act of Godreasonably deems to be confidential, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Successor Master Servicer from using its best efforts shall be required to perform its obligations in a timely manner in accordance with the terms of this Agreement, enter into such customary licensing and confidentiality agreements as the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of deem necessary to protect its efforts to so perform its obligationsinterests. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Events.71 CH\1159205.11

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee Depositor and the Administrator Trustee by [the Majority NoteholderCertificate Insurer or] Holders of Certificates evidencing not less than 51% of the aggregate Percentage Interests of the Class A and Class M Certificates; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes Certificates or in this Agreement (including covenants in Section 2.03)Agreement, which failure (A) materially and adversely affects the interests of Noteholders Certificateholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by [the Majority NoteholderCertificate Insurer or] Holders of Certificates evidencing not less than 51% of the aggregate Percentage Interests of the Class A and Class M Certificates; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee Trustee[, the Certificate Insurer] or the Depositor may, and at the direction of Holders of Certificates evidencing not less than 51% of the Majority Noteholderaggregate Percentage Interests of the Class A and Class M Certificates [(with the consent of the Certificate Insurer so long as no Certificate Insurer Default exists)], the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor Depositor[, the Certificate Insurer] and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes Certificates or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.028.02, such successor Master Servicer pursuant to and under this Section 7.018.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a8.01(a) for a period of five (5) Business Days or under Section 7.01(b8.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor [, the Certificate Insurer] and the Noteholders Class A and Class M Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee [, the Certificate Insurer] and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee and the Administrator by the Majority NoteholderNoteholders; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03), which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by the Majority Noteholder; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (e) The payment of any Class A-1 Insured Payment Amount under the Class A-1 Note Insurance Policy; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority Noteholder, the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, that during the occurrence of a Master Servicer Termination Event described in subparagraph (e) above only the Class A-1 Note Insurer (as long as no Class A-1 Note Insurer Default Exists) may terminate all the rights and obligations of the Master Servicer under this Agreement; provided further, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Mortgage Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Mortgage Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Mortgage Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee and the Administrator by the Majority NoteholderNoteholders; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03)Agreement, which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by the Majority NoteholderNoteholders; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority NoteholderNoteholders, the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; providedPROVIDED, howeverHOWEVER, that the responsibilities and duties of the initial Master Servicer with respect 60 to the purchase of Home Equity Mortgage Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-attorney- in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Mortgage Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Mortgage Loan or otherwise in accordance with Section 7.02(c). The Indenture Trustee or other successor servicer shall not be responsible for delays attributable to the Master Servicer's failure to deliver information, defects in the information provided by the Master Servicer or other circumstances beyond the control of the Indenture Trustee or other successor servicer. Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("“Master Servicer Termination Events"”) shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee and the Administrator by the Majority NoteholderNoteholders; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03)Agreement, which failure (A) materially and adversely affects the interests of Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by the Majority NoteholderNoteholders; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority NoteholderNoteholders, the Indenture Trustee shall, by notice then given in writing to the Master Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Mortgage Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Notes or the Home Equity Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Mortgage Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Mortgage Loan or otherwise in accordance with Section 7.02(c). The Indenture Trustee or other successor servicer shall not be responsible for delays attributable to the Master Servicer’s failure to deliver information, defects in the information provided by the Master Servicer or other circumstances beyond the control of the Indenture Trustee or other successor servicer. Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's ’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the following events ("Master Servicer Termination Events") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, the Administrator Trustee or the Depositor, or to the Master Servicer, the Depositor, Depositor and the Indenture Trustee and by [the Administrator by Insurer or] Holders of Class A Notes evidencing not less than 51% of the Majority Noteholderaggregate Percentage Interests of the Class A Notes; or (b) Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Class A Notes or in this Agreement (including covenants in Section 2.03)Agreement, which failure (A) materially and adversely affects the interests of Class A Noteholders and (B) continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Depositor, or to the Master Servicer, the Depositor and the Indenture Trustee by [the Majority NoteholderInsurer or] Holders of Class A Notes evidencing not less than 51% of the aggregate Percentage Interests of the Class A Notes; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, either the Indenture Trustee Trustee[, the Insurer] or the Depositor may, and at the direction of Holders of Class A Notes evidencing not less than 51% of the Majority Noteholderaggregate Percentage Interests of the Class A Notes [(with the consent of the Insurer so long as no Insurer Default exists)], the Indenture Trustee shall, by notice then given in writing to the 56 Master Servicer, the Depositor Depositor[, the Insurer] and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; providedPROVIDED, howeverHOWEVER, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Mortgage Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, the Master Servicer under this Agreement, whether with respect to the Class A Notes or the Home Equity Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Master Servicer in the Collection Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Mortgage Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor [, the Insurer] and the Class A Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee [, the Insurer] and each Rating Agency in writing of any Master Servicer Termination Events.

Master Servicer Termination Events. If any one of the ---------------------------------- following events (each, a "Master Servicer Termination EventsEvent") shall occur and be continuingnot have been waived on any day: (ai) Any any failure by the Master Servicer to deliver to the related Trustee for deposit in any of the Collection Accounts or the Certificate Distribution Account any deposit required payment or to be made under direct the terms of this Agreement Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) two Business Days after discovery of such failure by an officer of the Master Servicer or after the date upon on which written notice of such failure failure, requiring the same to be remedied, shall have been given (i) to the Master Servicer by the Indenture Trustee, the Administrator Insurer or the Depositor, related Trustee or (ii) to the Master Servicer, Servicer and to the Depositor, the Indenture Trustee and the Administrator Trustees by the Majority Noteholder; Holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, by the Holders of Certificates, evidencing not less than 51% of the Certificate Balance; (bii) Any any failure on the part of by the Master Servicer duly to observe or to perform in any material respect any other covenants covenant or agreements agreement of the Master Servicer set forth in the Notes or in this Agreement (including covenants in Section 2.03)or any other Basic Document, which failure (A) shall materially and adversely affects affect the interests rights of Certificateholders or Noteholders or the Insurer and (B) continues unremedied for a period of sixty (60) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Master Servicer by the Insurer, the Depositor or the related Trustee or (ii) to the Master Servicer and to the related Trustee by the Holders of Notes, evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, by the Holders of Certificates, evidencing not less than 51% of the Certificate Balance; (iii) any representation or warranty of the Master Servicer made in, or in any certificate delivered under, the Sale and Servicing Agreement, other than any representation or warranty relating to a Repurchased Receivable, shall prove to have been incorrect in any material respect as of the time when made and that breach shall continue unremedied for 30 days after written notice of that breach, requiring the same to be remedied, shall have been given to (i) the Master Servicer by the Depositor, the Owner Trustee, the Indenture Trustee or the Depositor, Insurer or to (ii) the Master Servicer, the Depositor Owner Trustee and the Indenture Trustee by the Majority Noteholder; Holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 51% of the Certificate Balance; (civ) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The consent failure by the Master Servicer to deliver to the appointment of a trusteeDepositor, conservatorthe Indenture Trustee, receiver or liquidator in any insolvencythe Owner Trustee, conservatorship, receivership, readjustment of debt, marshalling of assets the Insurer and liabilities or similar proceedings of or each Rating Agency the Master Servicer Certificate relating to the Master Servicer or payment of or relating amounts due to substantially all Securityholders beyond the earlier of its property; or three Business Days following the date the certificate was due and the Business Day preceding the related Distribution Date; (v) the occurrence of an Insolvency Event with respect to the Master Servicer shall admit in writing its inability to pay its debts generally Servicer; or (vi) so long as they become dueIMAC is the Master Servicer, file a petition to take advantage Isuzu Motors Limited no longer directly or indirectly owns 80% or more of any applicable insolvency or reorganization statute, make an assignment for the benefit outstanding shares of its creditors, or voluntarily suspend payment stock of its obligationsIMAC; then, and in each and every case, if a Master Servicer Termination Event or a Trigger Event under the Insurance Agreement shall have occurred and not have been waived and no Insurer Default shall have occurred and be continuing, the Indenture Trustee or, if the Notes have been paid in full, the Owner Trustee, in each case if directed in writing to do so long as by the Insurer, may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02) of the Master Servicer under this Agreement. If a Master Servicer Termination Event shall have occurred and not have been remedied by the Master Servicerwaived and an Insurer Default shall have occurred and be continuing, either the Indenture Trustee or the Depositor may, and at the direction Holders of Notes evidencing not less than 51% of the Majority NoteholderNote Balance (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, the Indenture Trustee shall, Holders of Certificates evidencing not less than 51% of the Certificate Balance) by notice then given in writing to the Master ServicerDepositor, the Depositor Master Servicer and the Insurer (and to the Indenture Trustee, as applicable, Trustee and the Owner Trustee if given by the Noteholders) (a "Master Servicer Termination Notice") may terminate all of the rights and obligations (other than the obligations set forth in Section 6.02) of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, of the Master Servicer under this Agreement, whether with respect to the Notes Notes, the Certificates or the Home Equity Loans Receivables or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee or, if a successor or such Successor Master Servicer has been as may be appointed under Section 7.02, such successor Master Servicer pursuant to and under this Section 7.017.03; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan the Receivables and related documents, or otherwise. The In addition, the Master Servicer agrees shall transfer its electronic records relating to the Receivables to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request. The predecessor Master Servicer shall cooperate with the Indenture Trustee Successor Master Servicer, the Insurer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee Successor Master Servicer for the administration by it of all cash amounts that shall at the time be held by the terminated predecessor Master Servicer and to be deposited by it in the Collection Accountfor deposit, or that have been deposited by the terminated predecessor Master Servicer Servicer, in the Collection Accounts or the Certificate Distribution Account or thereafter received by the terminated Master Servicer with respect to the Home Equity Loans, Receivables and that shall at that time be held by the recordation predecessor Master Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transfer of Assignments of Mortgages the servicing to the Trust if MERS is not Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the mortgagee predecessor Master Servicer upon presentation of a Home Equity Loan reasonable documentation of such costs and expenses. Any costs or otherwise expenses incurred in accordance connection with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, shall not constitute a Master Servicer Termination Event if such delay shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or failure could not be prevented by any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the exercise occurrence of reasonable diligence by the a Master Servicer and such delay or failure was caused by an act of GodTermination Event, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee shall give notice thereof to the Insurer and each Rating Agency in writing of any Master Servicer Termination EventsAgency.

Master Servicer Termination Events. (a) If any one or more of the following events ("“Master Servicer Termination Events"Event”) shall occur and be continuing: (ai) Any any failure by the Master Servicer to deposit in deliver to the Collection Account Indenture Trustee any deposit payment required to be made so delivered by the Master Servicer under the terms of this Agreement which continues that shall continue unremedied for a period of five ten (510) Business Days after the date upon which written notice of such failure shall have been given to is received by the Master Servicer by from the Issuer or the Indenture Trustee, the Administrator or the Depositor, or to the Master Servicer, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; or (bii) Any failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Notes or in this Agreement (including covenants in Section 2.03)Agreement, which failure shall (A) materially and adversely affects affect the interests rights of Noteholders or Certificateholders and (B) continues continue unremedied for a period of sixty ninety (6090) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Master Servicer by the Issuer or the Indenture Trustee or the Depositor, or (2) to the Master ServicerIssuer, the Depositor and the Indenture Trustee and the Master Servicer by the Majority NoteholderNoteholders of Notes evidencing not less than a majority of the principal amount of the Outstanding Notes or, if no Notes are Outstanding, by holders of Certificates evidencing Residual Interest aggregating at least a majority; or (ciii) The entry against the Master Servicer suffers a Bankruptcy Event; then the Indenture Trustee (provided, that a Responsible Officer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (dIndenture Trustee shall have received written notice thereof) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; thenpromptly notify each Rating Agency, and in each and every case, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicerremedied, either the Indenture Trustee or the Depositor may, and at the direction holders of Notes evidencing not less than a majority of the Majority Noteholderprincipal amount of the Notes Outstanding (or, the Indenture Trustee shallif no Notes are Outstanding, Certificates evidencing Residual Interest aggregating at least a majority), by notice then given in writing to the Master Servicer, Servicer (and to the Depositor Indenture Trustee and the Indenture Trustee, as applicable, Issuer if given by the Noteholders and to the Issuer if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as master servicer under this Agreement; provided, however, that the responsibilities and duties of the initial Master Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Master Servicer shall also be given to each Rating Agency. On or after the receipt by the Master Servicer of such written notice, all authority and power of, and all benefits accruing to, of the Master Servicer under this Agreement, whether with respect to the Notes Notes, the Certificates or the Home Equity Loans Trust Estate or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Master Servicer has been appointed under Section 7.02, or such successor Master Servicer pursuant to and as may be appointed under this Section 7.016.2; and, without limitation, the Indenture Trustee is and the Issuer are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan the Receivables and related documents, or otherwise. The . (b) Upon termination of the Master Servicer agrees to under Section 6.1(a), the predecessor Master Servicer shall cooperate with the Indenture Trustee Trustee, the Issuer and such successor Master Servicer in effecting the termination of the responsibilities and rights of the predecessor Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee or such successor Master Servicer for the administration by it of all cash amounts that shall at the time be held by the terminated predecessor Master Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and Records to the extent maintained by the Master Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.1 shall be deposited by it in the Collection Account, or that have been deposited paid by the terminated predecessor Master Servicer in upon presentation of reasonable documentation of such costs and expenses. To the Collection Account or thereafter received extent such costs and expenses are not paid by the terminated predecessor Master Servicer with respect to the Home Equity LoansServicer, such costs and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) for a period of five (5) Business Days or under Section 7.01(b) for a period of sixty (60) days, expenses shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented paid by the exercise Issuer. (c) Upon termination of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of Godunder Section 6.1(a), acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the successor Master Servicer shall provide service the Indenture TrusteeReceivables through the Receivables Servicing Agreement, unless the Depositor Receivables Servicing Agreement has been terminated pursuant to the terms and the Noteholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Master Servicer Termination Eventsconditions set forth therein.