Common use of Performance of Obligations; Servicing of Home Equity Loans Clause in Contracts

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Documents and in the instruments and agreements included in the Collateral, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, and the Owners of at least a majority of the Outstanding Amount of the Notes. (d) If the Issuer shall have knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If such Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 4.20 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor servicer (the "Successor Servicer") in accordance with the provisions of Section 4.20 of the Sale and Servicing Agreement. (f) Upon any termination of the Servicer's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Note Insurer. As soon as a Successor Servicer is appointed pursuant to Section 4.20 of the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Operative Documents, or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Owners or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral any Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer Administrator and Renaissance to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the Collateraleach Trust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, Agreement in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Insurer and the Owners Holders of at least a majority of the Outstanding Amount of the Notes. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a Servicer an Event of Servicing Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Seller, the Depositor, the Insurer, the Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Servicer is taking with respect of such default. If such Servicer an Event of Servicing Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 4.20 8.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor servicer (the "Successor Servicer") in accordance with the provisions of shall be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement. (f) Upon any termination of . If the Indenture Trustee shall succeed to the Servicer's rights duties as servicer of the Home Equity Loans as provided herein, it shall do so in its individual capacity and powers pursuant not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as successor Servicer and the servicing of the Home Equity Loans. In case the Indenture Trustee shall become successor Servicer under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Note Insurer. As soon shall be entitled to appoint as a Successor Servicer is appointed pursuant any one of its Affiliates acceptable to Section 4.20 of the Sale Insurer, provided that it shall be fully liable for the actions and Servicing Agreement, the Issuer shall notify the Indenture Trustee omissions of such appointment, specifying Affiliate in such notice the name and address of such capacity as Successor Servicer. (gf) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes(which consent shall not be unreasonably withheld), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral Trust Estate (except to the extent otherwise provided in the Sale and Servicing Agreement) Agreement or the Operative other Transaction Documents), or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Owners Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, the Home Equity Loan Purchase Agreement and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement and the Home Equity Loan Purchase Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Trustee and the Owners Majority Noteholder or such other percentage of at least a majority of Noteholders as is set forth in the Outstanding Amount of the Notesapplicable Transaction Document. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a an Master Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Depositor, the Master Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Master Servicer is taking with respect of such default. If such a Master Servicer Termination Event shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 4.20 7.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor master servicer (the "Successor Master Servicer") in accordance with the provisions of shall be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement. (f) Upon any termination . If the Indenture Trustee shall succeed to the Master Servicer's duties as master servicer of the Servicer's rights Home Equity Loans as provided herein, it shall do so in its individual capacity and powers pursuant not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as successor Master Servicer and the servicing of the Home Equity Loans. In case the Indenture Trustee shall become successor Master Servicer under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee shall be entitled to appoint as Successor Master Servicer any one of its Affiliates, provided that it shall be fully liable for the actions and the Note Insurer. As soon as a Successor Servicer is appointed pursuant to Section 4.20 of the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee omissions of such appointment, specifying Affiliate in such notice the name and address of such capacity as Successor Master Servicer. (gf) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes(which consent shall not be unreasonably withheld), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral the Trust Estate (except to the extent otherwise provided in the Sale and Servicing Agreement) Agreement or the Operative other Transaction Documents), or waive timely performance or observance by the Master Servicer or the Seller Depositor under the Sale and Servicing Agreement; and (ii) that any such amendment not otherwise provided for in the Sale and Servicing Agreement or any other Transaction Document shall not (A) increase or reduce in any manner the amount of, or accelerate delay the timing of, collections of payments on home equity loans, (B) reduce in any manner the amount of, or delay the timing of, distributions payments that are required to be made on a Note without the consent of the affected Noteholder, (C) impair the right of any Noteholder to institute suit for the benefit enforcement of the Owners provisions of the Agreement, or (BD) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and or the Note InsurerMajority Noteholder (or such other percentage of Noteholders as required by the applicable Transaction Document), the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, the Home Equity Loan Purchase Agreement and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement and the Home Equity Loan Purchase Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Insurer and the Owners Majority Noteholder or such other percentage of at least a majority of Noteholders as is set forth in the Outstanding Amount of the Notesapplicable Transaction Document. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a an Master Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Depositor, the Insurer, the Master Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Master Servicer is taking with respect of such default. If such a Master Servicer Termination Event shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 4.20 7.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor master servicer (the "Successor Master Servicer") in accordance with the provisions of shall be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement. (f) Upon any termination . If the Indenture Trustee shall succeed to the Master Servicer's duties as master servicer of the Servicer's rights Home Equity Loans as provided herein, it shall do so in its individual capacity and powers pursuant not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as successor Master Servicer and the servicing of the Home Equity Loans. In case the Indenture Trustee shall become successor Master Servicer under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee shall be entitled to appoint as Successor Master Servicer any one of its Affiliates acceptable to the Insurer, provided that it shall be fully liable for the actions and the Note Insurer. As soon as a Successor Servicer is appointed pursuant to Section 4.20 of the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee omissions of such appointment, specifying Affiliate in such notice the name and address of such capacity as Successor Master Servicer. (gf) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes(which consent shall not be unreasonably withheld), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral the Trust Estate (except to the extent otherwise provided in the Sale and Servicing Agreement) Agreement or the Operative other Transaction Documents), or waive timely performance or observance by the Master Servicer or the Seller Depositor under the Sale and Servicing Agreement; and (ii) that any such amendment not otherwise provided for in the Sale and Servicing Agreement or any other Transaction Document shall not (A) increase or reduce in any manner the amount of, or accelerate delay the timing of, collections of payments on home equity loans, (B) reduce in any manner the amount of, or delay the timing of, distributions payments that are required to be made on a Note without the consent of the affected Noteholder, (C) impair the right of any Noteholder to institute suit for the benefit enforcement of the Owners provisions of the Agreement, or (BD) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note InsurerInsurer or the Majority Noteholder (or such other percentage of Noteholders as required by the applicable Transaction Document) if an Insurer Default has occurred and is continuing, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral any Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer Administrator and Centex to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the Collateraleach Trust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, Agreement in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Insurer and the Owners Holders of at least a majority of the Outstanding Amount of the Notes. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a Servicer an Event of Servicing Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Seller, the Depositor, the Insurer, the Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Servicer is taking with respect of such default. If such Servicer an Event of Servicing Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 4.20 8.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor servicer (the "Successor Servicer") in accordance with the provisions of shall be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement. (f) Upon any termination of . If the Indenture Trustee shall succeed to the Servicer's rights duties as servicer of the Home Equity Loans as provided herein, it shall do so in its individual capacity and powers pursuant to the Sale and Servicing Agreementnot in its capacity as Indenture Trustee and, accordingly, the Issuer provisions of Article VI hereof shall promptly notify the Indenture Trustee and the Note Insurer. As soon as a Successor Servicer is appointed pursuant to Section 4.20 of the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted be inapplicable to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee in its duties as successor Servicer and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners servicing of at least a majority in Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Operative Documents, or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Owners or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.the

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, the Home Equity Loan Purchase Agreement and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement and the Home Equity Loan Purchase Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Insurer and the Owners of at least a majority of the Outstanding Amount of the NotesMajority Noteholder. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a an Master Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Depositor, the Insurer, the Master Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Master Servicer is taking with respect of such default. If such a Master Servicer Termination Event shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 4.20 7.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor master servicer (the "Successor Master Servicer") in accordance with the provisions of Section 4.20 of the Sale and Servicing Agreement. (f) Upon any termination of the Servicer's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Note Insurer. As soon as a Successor Servicer is be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Operative Documents, or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Owners or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.the

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral any Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer Administrator and CHEC to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the Collateraleach Trust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement, Agreement in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Insurer and the Owners Holders of at least a majority of the Outstanding Amount of the Notes. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a Servicer an Event of Servicing Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Seller, the Depositor, the Insurer, the Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Servicer is taking with respect of such default. If such Servicer an Event of Servicing Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 4.20 8.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor servicer (the "Successor Servicer") in accordance with the provisions of shall be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement. (f) Upon any termination of . If the Indenture Trustee shall succeed to the Servicer's rights duties as servicer of the Home Equity Loans as provided herein, it shall do so in its individual capacity and powers pursuant not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as successor Servicer and the servicing of the Home Equity Loans. In case the Indenture Trustee shall become successor Servicer under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Note Insurer. As soon shall be entitled to appoint as a Successor Servicer is appointed pursuant any one of its Affiliates acceptable to Section 4.20 of the Sale Insurer, provided that it shall be fully liable for the actions and Servicing Agreement, the Issuer shall notify the Indenture Trustee omissions of such appointment, specifying Affiliate in such notice the name and address of such capacity as Successor Servicer. (gf) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes(which consent shall not be unreasonably withheld), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral Trust Estate (except to the extent otherwise provided in the Sale and Servicing Agreement) Agreement or the Operative other Transaction Documents), or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Owners Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.

Performance of Obligations; Servicing of Home Equity Loans. (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Collateral Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement. (b) Subject to the prior consent of the Note Insurer, the The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Note Insurer in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer Administrator and [ ] to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Operative Transaction Documents and in the instruments and agreements included in the CollateralTrust Estate, including but not limited to (i) filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture Indenture, the Home Equity Loan Purchase Agreement and the Sale and Servicing Agreement and (ii) recording or causing to be recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and all assumption and modification agreements required to be recorded by the terms of the Sale and Servicing Agreement and the Home Equity Loan Purchase Agreement, in accordance with and within the time periods provided for in this Indenture and/or the Sale and Servicing Agreement, as applicable. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Operative Transaction Document or any provision thereof without the consent of the Indenture Trustee, the Note Insurer, Insurer and the Owners Holders of at least a majority of the Outstanding Amount of the Notes. (d) If Subject to the terms of the Sale and Servicing Agreement, if the Issuer shall have knowledge of the occurrence of a an Master Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Note Insurer Depositor, the Insurer, the Master Servicer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer Master Servicer is taking with respect of such default. If such a Master Servicer Termination Event shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Home Equity Loans, the Issuer shall take all reasonable steps available to it to remedy or cause to be remedied such failure. (e) As Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer's rights and powers pursuant to Section 4.20 7.01 of the Sale and Servicing Agreement, the Issuer, upon the prior written consent of or upon the direction of the Note Insurer, shall appoint a successor master servicer (the "Successor Master Servicer") in accordance with the provisions of shall be appointed pursuant to Section 4.20 7.02 of the Sale and Servicing Agreement. (f) Upon any termination . If the Indenture Trustee shall succeed to the Master Servicer's duties as master servicer of the Servicer's rights Home Equity Loans as provided herein, it shall do so in its individual capacity and powers pursuant not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as successor Master Servicer and the servicing of the Home Equity Loans. In case the Indenture Trustee shall become successor Master Servicer under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee shall be entitled to appoint as Successor Master Servicer any one of its Affiliates acceptable to the Insurer, provided that it shall be fully liable for the actions and the Note Insurer. As soon as a Successor Servicer is appointed pursuant to Section 4.20 of the Sale and Servicing Agreement, the Issuer shall notify the Indenture Trustee omissions of such appointment, specifying Affiliate in such notice the name and address of such capacity as Successor Master Servicer. (gf) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Note Insurer, or, if a Note Insurer Default has occurred and is continuing, the Owners of at least a majority in Outstanding Amount of the Notes(which consent shall not be unreasonably withheld), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral the Trust Estate (except to the extent otherwise provided in the Sale and Servicing Agreement) Agreement or the Operative other Transaction Documents), or waive timely performance or observance by the Master Servicer or the Seller Depositor under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate delay the timing of, collections of payments on home equity loans, (B) reduce in any manner the amount of, or delay the timing of, distributions payments that are required to be made on a Note without the consent of the affected Noteholder, (C) impair the right of any Noteholder to institute suit for the benefit enforcement of the Owners provisions of the Agreement, or (BD) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Owners Holders of all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Note Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Note Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Note Insurer may deem necessary or appropriate in the circumstances.