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

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by ▇▇▇▇▇’▇ Investors Service, Inc. and S&P Global Ratings, or is otherwise acceptable to ▇▇▇▇▇’▇ Investors Service, Inc. and S&P Global Ratings and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the succession. (b) The resignation of the Servicer and the appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer will be liable for any acts or omissions of the predecessor Master Servicer or for any breach paid by the predecessor Master Servicer of any of its representations or warranties contained Indenture Trustee from amounts in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master ServicerTrust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.047.02, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by set forth or provided for in this Agreement Agreement, and shall be subject to all the obligations responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture TrusteeAgreement. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had been given. In additiongiven including the Basic Servicing Fee, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, Investment Earnings and record keeping, as provided in Section 6.01Supplemental Servicing Fees. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling so to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee it is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer a successor (i) having a net worth of not less than $15,000,000 100,000,000, (ii) which has a long term unsecured debt rating that falls within an investment grade category by Standard & Poor’s Ratings Services and ▇▇▇▇▇’▇ Investors Service, Inc. or is otherwise acceptable to Standard & Poor’s Ratings Services and ▇▇▇▇▇’▇ Investors Service, Inc. and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the succession. (b) The resignation of the Servicer and the appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer will be liable for any acts or omissions of the predecessor Master Servicer or for any breach paid by the predecessor Master Servicer of any of its representations or warranties contained Indenture Trustee from amounts in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master ServicerTrust Estate.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. No appointment of a successor to the Master Servicer will be effective unless at least 15 days before the effective date of the appointment, the Indenture Trustee notifies the Depositor of the successor pursuant to this Section 6.02 and the successor Master Servicer provides to the Depositor all information, in form and substance reasonably satisfactory to the Depositor, reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns Section 8.06 or resignation pursuant to Section 5.047.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (iincluding any right of indemnity) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer. Furthermore, or (iii) for any act or omission the Backup Servicer shall have a right of either a predecessor or indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer other than the Indenture TrusteeServicer. As its compensation under this Agreementtherefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if in the Indenture Trustee is unwilling event of a termination of the Master Servicer pursuant to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so actSection 8.01, the Indenture Trustee may (in the situation described in clause (i)) may, if it shall be unwilling to act, or shall, if it shall (in the situation described in clause (ii)) be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Contracts it and the such successor agree to)shall agree. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Loans for the benefit of this Agreement from the time that it accepts Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if it were originally named as Master Servicerthe predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee as successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee as successor Master Servicer shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyPolicies. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, written consent (so long as applicableno Credit Enhancer Default has occurred and is continuing), which consent shall not be unreasonably withheld. The , and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerherein above provided. In connection with this such appointment and assumption, the successor Master Servicer shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Loan or servicing of such Home Loan on the MERS System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns fails to receive a Servicer Extension Notice pursuant to Section 5.048.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Master Servicer under this Agreement except (i) set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the obligation extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to repurchase or substitute for any Mortgage LoanSection 5.04, (ii) with respect such determination to any representation or warranty be evidenced by a certification of a Responsible Officer of the Master Servicer, or Indenture Trustee delivered to the Note Insurer. (iiib) for any act or omission of either a predecessor or successor Master Servicer other than Notwithstanding the Indenture Trustee. As its compensation under this Agreementabove, the Indenture Trustee may, if it shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, or shall, if it is unable to so act or if the Majority Noteholders with the consent of the Note Insurer or the Note Insurer so requests in writing to the Indenture Trustee may (Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Insurer or the Note Insurer, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in the situation described in clause (iSection 7.02(c)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having servicing institution acceptable to the Note Insurer that has a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretionresponsibilities, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment duties or liabilities of the successor Master Servicer must not result in hereunder. (c) In the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless event the Indenture Trustee is prohibited by law from so actingthe successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall act as Master Servicersolicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. In connection with this appointment and assumption, Such public announcement shall specify that the successor servicer shall be entitled to receive compensation out the full amount of payments on Mortgage Loans in an amount equal to the compensation that aggregate Servicing Fees hereunder as servicing compensation, together with the Master Servicer would otherwise have received pursuant to Section 3.08 other Servicing Compensation. Within thirty (or 30) days after any lesser compensation such public announcement, the Indenture Trustee shall negotiate and effect the successor agree to)sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the succession. Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (bi) The the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination shall be effective until the Indenture Trustee and the Note Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Insurer and to each Noteholder. The Indenture Trustee shall not resign as Master Servicer until a successor Servicer reasonably acceptable to the Note Insurer has been appointed. The Note Insurer shall have the right to remove the Indenture Trustee as successor Servicer under this Section 7.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Insurer. (including any deductible under an insurance policy e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 3.04)5.08, nor together with other Servicing Compensation. The Servicer, the Indenture Trustee and such successor Servicer shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in take such action, consistent with this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer as shall be subject necessary to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicereffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard Agencies. No appointment of a successor to the PolicyMaster Servicer will be effective unless at least 15 days before the effective date of the appointment, the Indenture Trustee notifies the Depositor of the successor pursuant to this Section 6.02 and the successor Master Servicer provides to the Depositor all information, in form and substance reasonably satisfactory to the Depositor, reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerherein above provided. In connection with this such appointment and assumption, the successor Master Servicer shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Sponsor under the Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Loans for the benefit of this Agreement from the time that it accepts Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if it were originally named as Master Servicerthe predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the HELOC Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Class VII-A Noteholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the HELOC Master Servicer in its capacity as HELOC Master Servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the HELOC Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor HELOC Master Servicer to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a the predecessor HELOC Master Servicer, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor HELOC Master Servicer, to purchase, repurchase or substitute any HELOC Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other HELOC Master Servicer, or (iv) be responsible for the representations and warranties of the HELOC Master Servicer, except as provided herein. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the HELOC Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor HELOC Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Class VII-A Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the HELOC Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the HELOC Master Servicer hereunder; provided that the appointment of any obligations of the such successor HELOC Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Class VII-A Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the HELOC Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on HELOC Mortgage Loans in an amount equal to the compensation that which the HELOC Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor HELOC Master Servicer shall not affect any liability of the predecessor HELOC Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as HELOC Master Servicer (including including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor HELOC Master Servicer be liable for any acts or omissions of the predecessor HELOC Master Servicer or for any breach by the predecessor such HELOC Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the HELOC Master Servicer hereunder, either (i) the successor HELOC Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor HELOC Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the HELOC Mortgage Loans that are registered with MERS, in which case the predecessor HELOC Master Servicer shall cooperate with the successor HELOC Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor HELOC Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor HELOC Master Servicer shall cooperate with the successor HELOC Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be subject necessary or desirable to effect a transfer of such HELOC Mortgage Loan or servicing of such HELOC Mortgage Loan on the MERS(R) System to the successor HELOC Master Servicer. The predecessor HELOC Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor HELOC Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. To the terms extent these fees and costs are not paid by the HELOC Master Servicer and are incurred by any successor HELOC Master Servicer, such fees and costs will be reimbursable to the successor HELOC Master Servicer by the Trust. The successor HELOC Master Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of this Agreement from the time that it accepts original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded. (b) Any successor, including the Indenture Trustee on behalf of the Class VII-A Noteholders, to the HELOC Master Servicer as servicer shall during the term of its appointment service as servicer (i) continue to service and administer the HELOC Mortgage Loans for the benefit of the Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as HELOC Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the HELOC Master Servicer is so required pursuant to Section 3.11(g). (c) Any successor HELOC Master Servicer, including the Indenture Trustee on behalf of the Class VII-A Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor HELOC Master Servicer shall fail to deliver any required deposit to the Collection Account or a Servicing Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor HELOC Master Servicer to act as a successor HELOC Master Servicer under this Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Master Servicer under this Agreement except Sale and Servicing Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser such other compensation as the Indenture Trustee Trustee, the Insurer and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders, Residual Certificateholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy Insurance Policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicerherein.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerherein above provided. In connection with this such appointment and assumption, the successor Master Servicer shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Loans for the benefit of this Agreement from the time that it accepts Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Loan or servicing of such Home Loan on the MERS System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee as successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee as successor Master Servicer shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R)System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Master Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) the obligation to repurchase be responsible or substitute accountable for any Mortgage Loanact or omission of the predecessor Master Servicer, (ii) with respect to fund any representation or warranty of the losses on any Eligible Investment directed by any other Master Servicer, or (iii) be responsible for any act or omission the representations and warranties of either a predecessor or successor the Master Servicer other than Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Monthly Advances to the extent that the Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Master Servicing Agreement before prior to its termination as Master Servicer (including any deductible under an insurance policy including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 3.045.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Master Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture TrusteeTrustee on behalf of the Noteholders, any successor to the Master Servicer as master servicer shall be subject during the term of its service as master servicer shall (i) continue to all master service and administer the terms Mortgage Loans for the benefit of this Agreement from the time that it accepts Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.03. (c) Any successor Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Securities Administrator Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any master servicing fee or any differential in the amount of the master servicing fee paid hereunder and the amount necessary to induce any successor Master Servicer to act as a successor Master Servicer under this Master Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer’s termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by the Credit Enhancer's Bond Insurer’s prior consent, as applicable, which written consent shall not be unreasonably withheld. The and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies Class A-3W Bonds without regard to the PolicyBond Insurance Policy or the Class A-1, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-IO, Class M-1, Class M-2 Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds by the Rating Agencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's ’s prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. No appointment of a successor to the Master Servicer will be effective unless at least 15 days before the effective date of the appointment, the Indenture Trustee notifies the Depositor of the successor pursuant to this Section 6.02 and the successor Master Servicer provides to the Depositor all information, in form and substance reasonably satisfactory to the Depositor, reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement master servicer. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Owner Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund any losses on any Permitted Investment directed by any other Servicer or (iv) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan Loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.18 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Loans for the benefit of this Agreement from the time that it accepts Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.10. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if it were originally named as Master Servicerthe predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns Section 8.06 or resignation pursuant to Section 5.047.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (iincluding any right of indemnity) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer. 68 Furthermore, or (iii) for any act or omission the Backup Servicer shall have a right of either a predecessor or indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer other than the Indenture TrusteeServicer. As its compensation under this Agreementtherefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if in the Indenture Trustee is unwilling event of a termination of the Master Servicer pursuant to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so actSection 8.01, the Indenture Trustee may (in the situation described in clause (i)) may, if it shall be unwilling to act, or shall, if it shall (in the situation described in clause (ii)) be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Contracts it and the such successor agree to)shall agree. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms and provisions hereof. Notwithstanding the above, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Bonds by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Bondholders, Residual Certificateholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy Insurance Policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicerherein.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns resignation pursuant to Section 5.047.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except (i) arising from the obligation to repurchase acts or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty omissions of the previous Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion Trustee, Insurer or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee is it shall be legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans Contracts it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to the compensation excess of that permitted the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation under this Agreement without the Indenture Trustee and consent of the successor agree to)Insurer. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and shall use the same degree of care and skill as is required of the Master Servicer under this Agreement except Sale and Servicing Agreement; provided, however, if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) the obligation to of repurchase or substitute for substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or and (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, documents and record keeping, as provided in Section 6.01Sections 6.7 and 6.8 of the Indenture. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Insurer is unwilling to have the Indenture Trustee act as successor Servicer or (iii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied (in the situation described in clause clauses (i) or (ii)) or shall (in the situation described in clause (iiiii)) appoint, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer with all licenses and permits required to perform its obligations under this Agreement and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionInsurer, as evidenced by the Credit Enhancer's its prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided, further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser such other compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) Any successor, including the Indenture Trustee, to the Servicer as servicer shall during the term of its service as servicer (i) continue to service and administer the Mortgage Loans for the benefit of the Noteholders, Residual Certificateholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy Insurance Policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicerherein.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns fails to receive a Servicer Extension Notice pursuant to Section 5.048.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Master Servicer under this Agreement except (i) set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the obligation extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to repurchase or substitute for any Mortgage LoanSection 5.04, (ii) with respect such determination to any representation or warranty be evidenced by a certification of a Responsible Officer of the Master Servicer, or Indenture Trustee delivered to the Note Insurer. (iiib) for any act or omission of either a predecessor or successor Master Servicer other than Notwithstanding the Indenture Trustee. As its compensation under this Agreementabove, the Indenture Trustee may, if it shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, or shall, if it is unable to so act or if the Majority Noteholders with the consent of the Note Insurer or the Note Insurer so requests in writing to the Indenture Trustee may (Trustee, appoint, pursuant to such direction of the Majority Noteholders and Note Insurer or the Note Insurer, or if no such direction is provided to the Indenture Trustee, pursuant to the provisions set forth in the situation described in clause (iSection 7.02(c)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having servicing institution acceptable to the Note Insurer that has a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretionresponsibilities, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment duties or liabilities of the successor Master Servicer must not result in hereunder. (c) In the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless event the Indenture Trustee is prohibited by law from so actingthe successor Servicer, it shall be entitled to the same Servicing Compensation (including the Servicing Fee as adjusted pursuant to the definition thereof) and other funds pursuant to Section 5.08 hereof as the Servicer if the Servicer had continued to act as servicer hereunder. In the event the Indenture Trustee is unable or unwilling to act as successor Servicer, the Indenture Trustee shall act as Master Servicersolicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. In connection with this appointment and assumption, Such public announcement shall specify that the successor servicer shall be entitled to receive compensation out the full amount of payments on Mortgage Loans in an amount equal to the compensation that aggregate Servicing Fees hereunder as servicing compensation, together with the Master Servicer would otherwise have received pursuant to Section 3.08 other Servicing Compensation. Within thirty (or 30) days after any lesser compensation such public announcement, the Indenture Trustee shall negotiate and effect the successor agree to)sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder and the amount of any unreimbursed Servicing Advances and Periodic Advances owed to the Indenture Trustee. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (d) The Indenture Trustee and such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the succession. Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, at the Servicer's cost and expense, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor servicer, as applicable, all amounts that then have been or should have been deposited in the Collection Account by the Servicer or that are thereafter received with respect to the Mortgage Loans. Any collections received by the Servicer after such removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the Indenture Trustee or, at the direction of the Indenture Trustee, to the successor Servicer. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any payment hereunder or any portion thereof caused by (bi) The the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. Notwithstanding anything to the contrary herein, no appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination shall be effective until the Indenture Trustee and the Note Insurer shall have consented thereto, and written notice of such proposed appointment shall have been provided by the Indenture Trustee to the Note Insurer and to each Noteholder. The Indenture Trustee shall not resign as Master Servicer until a successor Servicer reasonably acceptable to the Note Insurer has been appointed. The Note Insurer shall have the right to remove the Indenture Trustee as successor Servicer under this Section 7.02 without cause, and the Indenture Trustee shall appoint such other successor Servicer as directed by the Note Insurer. (including any deductible under an insurance policy e) Pending appointment of a successor Servicer hereunder, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer pursuant to Section 3.04)5.08, nor together with other Servicing Compensation. The Servicer, the Indenture Trustee and such successor Servicer shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in take such action, consistent with this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer as shall be subject necessary to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicereffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Grantor Trust Certificates and Class 1-A, Class 2-A, Class 3-A, Class 3-M-1, Class 3-M-2 and Class 3-B-1 Bonds by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days after the time date the Master Servicer receives and the Indenture Trustee receive a notice of termination of the Master Servicer pursuant to Section 6.01 7.01 or resigns sends a resignation notice pursuant to Section 5.046.04, the Indenture Trustee Trustee, as pledgee of the Mortgage Loans, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement hereunder and with respect to the transactions contemplated by this Agreement set forth herein, and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except by the terms hereof. Nothing in any Basic Document shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or any prior Master Servicer prior to the issuance of the related notice of termination hereunder, (ii) in its capacity as successor Master Servicer, purchase, repurchase or substitute any Mortgage Loan or fund any Additional Balances with respect thereto, (iii) fund any losses on any Permitted Investment directed by any prior Master Servicer other than hereunder or (iv) be responsible for the Indenture Trusteerepresentations or warranties of any such prior Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if If the Indenture Trustee is (i) unwilling to act as successor Master Servicer, Servicer or (ii) if the Indenture Trustee is legally unable so to so act, then the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or may petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer servicing institution having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement hereunder with respect to assume of all or any obligations part of the Master Servicer under this Agreement. The Servicer’s responsibilities, duties or liabilities hereunder; provided, that such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's ’s prior written consent, as applicable, which consent shall not be unreasonably withheld. The ; and provided further, that no Rating Agency, after prior notice thereto, shall have notified the Indenture Trustee in writing that the appointment of the such successor Master Servicer must not would result in the qualificationa Rating Event, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies if determined without regard to the Policy. Pending Notwithstanding the foregoing, pending the appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 3.10 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before prior to its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04)Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the any predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany other Basic Document. Except for any compensation agreement with the The Indenture Trustee, any Trustee and such successor Master Servicer shall take such action, consistent with this Agreement, as shall be subject necessary to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as effectuate any such succession. (b) Any successor Master Servicer, including the Indenture Trustee shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to make any required deposit into the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the RMBS Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be become the successor in all respects to the RMBS Master Servicer in its capacity as RMBS Master Servicer under this Master Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the RMBS Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor RMBS Master Servicer to (i) the obligation to repurchase be responsible or substitute accountable for any Mortgage Loanact or omission of the predecessor RMBS Master Servicer, (ii) with respect to fund any representation or warranty of the losses on any Eligible Investment directed by any other RMBS Master Servicer, or (iii) be responsible for any act or omission the representations and warranties of either a predecessor or successor the RMBS Master Servicer other than Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor RMBS Master Servicer, shall be required to make any Monthly Advances to the extent that the RMBS Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the RMBS Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor RMBS Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the RMBS Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the RMBS Master Servicer hereunder; provided that the appointment of any obligations of the such successor RMBS Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the RMBS Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the RMBS Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor RMBS Master Servicer shall not affect any liability of the predecessor RMBS Master Servicer that which may have arisen under this Master Servicing Agreement before prior to its termination as RMBS Master Servicer (including any deductible under an insurance policy including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 3.045.06), nor shall any successor RMBS Master Servicer be liable for any acts or omissions of the predecessor RMBS Master Servicer or for any breach by the predecessor such RMBS Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Master Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture TrusteeTrustee on behalf of the Noteholders, any successor to the RMBS Master Servicer as master servicer shall be subject during the term of its service as master servicer shall (i) continue to all master service and administer the terms Mortgage Loans for the benefit of this Agreement from the time that it accepts Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as RMBS Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the RMBS Master Servicer is so required pursuant to Section 3.03. (c) Any successor RMBS Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor RMBS Master Servicer shall fail to deliver any required deposit to the Securities Administrator Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any master servicing fee or any differential in the amount of the master servicing fee paid hereunder and the amount necessary to induce any successor RMBS Master Servicer to act as a successor RMBS Master Servicer under this Master Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee as successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee as successor Master Servicer shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyPolicies. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R)System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerHome Equity Loans pursuant to Sections 2.02, or (iii2.04(c), 3.01 and the indemnification obligation pursuant to Section 2.04(d) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trusteeshall not terminate. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to either the Class A or Class M Notes by the Rating Agencies without regard Agencies, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee, and any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the successionservicing to a successor servicer shall be paid by the Master Servicer. (b) Any successor, including the Indenture Trustee, to the Master Servicer as master servicer shall during the term of its service as master servicer (i) continue to service and administer the Home Equity Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement. (c) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement shall cooperate with the Indenture Trusteesuccessor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any Assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such Assignment of Mortgage was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the related Policy. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Sale and Contribution Agreement and the Subsequent Mortgage Loan Sale and Contribution Agreements, as applicable, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Class A Bonds or the Class M Bonds by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerHome Equity Loans pursuant to Sections 2.02, or (iii2.04(c) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trusteeand 3.01 shall not terminate. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to the Notes by the Rating Agencies without regard taking into account the existence of the Note Guaranty Insurance Policy, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee and the Insurer, and (so long as no Insurer Default exists and is continuing) any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Insurer, as evidenced in writing to the Indenture Trustee, the Depositor and the successor Master Servicer by the Insurer. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) Any successor, including the Indenture Trustee, to the Master Servicer as master servicer shall during the term of its service as master servicer (i) continue to service and administer the Home Equity Loans for the benefit of Noteholders and the Insurer and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement. (c) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement shall cooperate with the Indenture Trusteesuccessor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any Assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such Assignment of Mortgage was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) the obligation to repurchase be responsible or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (ii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund any Additional Balances with respect to any Loan, (iv) pay any deductible under an insurance policy pursuant to Section 3.04, (v) fund any losses on any Permitted Investment directed by any other Servicer or (vi) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Loans for the benefit of this Agreement from the time that it accepts Securityholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Servicer, shall represent and warrant that it were originally named is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as Master necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Loan or servicing of such Loan on the MERS® System to the successor Servicer. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 8.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Class A Ownership Interest shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Designated Seller under the Designated Seller's Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Revolving Credit Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Class A Ownership Interest may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Revolving Credit Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the [NY01:240828.4] 16069-00382 12/20/96 12:15am 30 obligation to purchase Revolving Credit Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Revolving Credit Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Home Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Loan, (iv) fund any losses on any Permitted Investment directed by any other Master Servicer or (v) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture h Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but riot limited to the provisions of Article VIII Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Sale and Contribution Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)ii) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Class A Bonds, the Class M Bonds or the Class B Bonds by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the successor agree to). The Indenture Trustee and the such successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (bagree) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives sends a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders, or other successor appointed in accordance with this Section 6.02, shall be become the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Master Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article V. Nothing in this Master Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) the obligation to repurchase be responsible or substitute accountable for any Mortgage Loanact or omission of the predecessor Master Servicer, (ii) with respect to fund any representation or warranty of the losses on any Eligible Investment directed by any other Master Servicer, or (iii) be responsible for any act or omission the representations and warranties of either a predecessor or successor the Master Servicer other than Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Monthly Advances to the extent that the Master Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not determined by the Indenture Trustee to be a Nonrecoverable Advance. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard (as evidenced by a letter to such effect delivered by the PolicyRating Agencies). Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Master Servicing Agreement before prior to its termination as Master Servicer (including any deductible under an insurance policy including, without limitation, the obligation to indemnify the Indenture Trustee pursuant to Section 3.045.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Master Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture TrusteeTrustee on behalf of the Noteholders, any successor to the Master Servicer as master servicer shall be subject during the term of its service as master servicer shall (i) continue to all master service and administer the terms Mortgage Loans for the benefit of this Agreement from the time that it accepts Securityholders, and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.03. (c) Any successor Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Payment Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any master servicing fee or any differential in the amount of the master servicing fee paid hereunder and the amount necessary to induce any successor Master Servicer to act as a successor Master Servicer under this Master Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee as pledgee of the Home Equity Loans shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee as successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Master Servicer in its capacity as Seller under the Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Home Equity Loan, (v) fund any losses on any Permitted Investment directed by any other Master Servicer, or (vi) be responsible for the representations and warranties of the Master Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee as successor Master Servicer shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee as pledgee of the Home Equity Loans may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld and provided further, that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the Policy. Pending appointment of a successor to the Master ServicerServicer here under, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Master Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Custodial Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (d). The successor Master Servicer shall cause such assignment to be delivered to the Indenture Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement and shall be subject to all the obligations of the Master Servicer under this Agreement except (i) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreement, the Indenture Trustee shall be entitled to the compensation the Master Servicer would have been entitled to under this Agreement if no notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act as Master Servicer. In connection with this appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation 37 agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.. Section

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerMortgage Loans pursuant to Sections 2.02, or (iii2.04(c) for any act or omission and 3.01 and the indemnification obligation pursuant to Section 2.04(d) shall not terminate and shall not become an obligation of either a predecessor or successor Master Servicer other than the Indenture TrusteeTrustee or any other successor servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity mortgage loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to any of the Class A Notes or the Class M Notes by the Rating Agencies without regard Agencies, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee, and any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Depositor. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All costs incurred in transferring the successionservicing to a successor servicer shall be paid by the outgoing Master Servicer. (b) Any successor, including the Indenture Trustee, to the Master Servicer as master servicer shall during the term of its service as master servicer (i) continue to service and administer the Mortgage Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement. (c) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement shall cooperate with the Indenture Trusteesuccessor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any Assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such Assignment of Mortgage was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Sale and Contribution Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; provided, however, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Class 1-A-1, Class 1-A-2, Class 2-A Bonds and Class M-1, Class M-2, Class M- 3, Class M-▇, ▇▇▇▇▇ ▇-▇ and Class M-6 Certificates by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED that the appointment of any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by the Credit EnhancerBond Insurer's prior consent, as applicable, which written consent shall not be unreasonably withheld. The and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies Class A-3 Bonds without regard to the PolicyBond Insurance Policy or the Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-IO, Class M-1, Class M-2 Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds by the Rating Agencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section 6.02. The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days, shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and in connection with the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor servicer, immediately will assume all of the obligations of the Master Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, any successor servicer other than the Indenture Trustee. As its Trustee shall be entitled to such compensation under this Agreementas it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee will or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be entitled paid pursuant to compensation with respect to its expenses in connection with conversion Section 3.05(a)(i) of certain information, documents, and record keeping, as provided in Section 6.01the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Master Servicerservicer itself or appoint a successor to act as successor servicer, or (ii) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must servicer shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's ’s prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld or delayed and provided further that the appointment of the any such successor Master Servicer must servicer will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee Trustee, in a period not to exceed 90 days, shall act as Master Serviceritself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder hereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any lesser such other compensation as the Indenture Trustee Credit Enhancer and such successor shall agree, together with the Transition Costs of the successor agree toservicer, which shall be paid by the predecessor Servicer). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee, the Issuer, the Credit Enhancer and the Owner Trustee pursuant to Section 6.06), nor shall any successor Master Servicer servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the such predecessor Master Servicer servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if it were originally named as Master Servicerthe predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 20,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED, that any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard or the ratings assigned to the PolicyNotes. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise other wise have received pursuant to Section 3.08 3.13 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including any deductible under an insurance policy including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.043.01 of the Mortgage Loan Purchase Agreement or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture TrusteeTrustee on behalf of the Noteholders, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Mortgage Loans for the benefit of this Agreement from the time that it accepts Noteholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.11. (c) Any successor Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns Section 8.06 or resignation pursuant to Section 5.047.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (iincluding any right of indemnity) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if in the Indenture Trustee is unwilling event of a termination of the Master Servicer pursuant to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so actSection 8.01, the Indenture Trustee may (in the situation described in clause (i)) may, if it shall be unwilling to act, or shall, if it shall (in the situation described in clause (ii)) be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Contracts it and the such successor agree to)shall agree. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns Section 8.06 or resignation pursuant to Section 5.047.04, the Indenture Trustee Trustee, or in the case of a termination pursuant to Section 8.06, the Backup Servicer, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that neither the Indenture Trustee nor the Backup Servicer shall be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or Section 8.06, as the case may be, or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except arising from the acts or omissions of the predecessor Master Servicer. Any successor Master Servicer, including the Backup Servicer, shall have the rights (iincluding any right of indemnity) the obligation to repurchase or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty of the Master Servicer. 67 Furthermore, or (iii) for any act or omission the Backup Servicer shall have a right of either a predecessor or indemnity under Articles Six and Seven hereof in connection with the performance of its duties prior to becoming the successor Master Servicer other than the Indenture TrusteeServicer. As its compensation under this Agreementtherefor, the Indenture Trustee or the Backup Servicer, as the case may be, shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if in the Indenture Trustee is unwilling event of a termination of the Master Servicer pursuant to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so actSection 8.01, the Indenture Trustee may (in the situation described in clause (i)) may, if it shall be unwilling to act, or shall, if it shall (in the situation described in clause (ii)) be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee Contracts it and the such successor agree to)shall agree. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Master Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor Servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor Servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer Servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, any successor servicer other than the Indenture Trustee. As its Trustee shall be entitled to such compensation under this Agreementas it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee will or other servicer as successor Servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be entitled paid pursuant to compensation with respect to its expenses in connection with conversion Section 3.05(a)(i) of certain information, documents, and record keeping, as provided in Section 6.01the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Master Servicer itself or appoint a successor to act as successor Servicer, or (ii) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld or delayed and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee Trustee, in a period not to exceed 90 days, shall act as Master Serviceritself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder hereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any lesser such other compensation as the Indenture Trustee Credit Enhancer and such successor shall agree, together with the Transition Costs of the successor agree toServicer, which shall be paid by the predecessor Servicer). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor Servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if it were originally named as Master Servicerthe predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to Section 5.04, the Indenture Trustee on behalf of the Noteholders shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Sale and Contribution Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the issuance of a notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representa tions and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Noteholders may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED, that any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard or the ratings assigned to the PolicyNotes. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture TrusteeTrustee on behalf of the Noteholders, any successor to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Mortgage Loans for the benefit of this Agreement from the time that it accepts Noteholders, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.11. (c) Any successor Master Servicer, including the Indenture Trustee on behalf of the Noteholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From Subject to the rights of the Insurers as set forth below, on and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns pursuant to Section 5.04termination, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer (except for any representations or warranties of the Master Servicer under this Agreement except (iAgreement, the responsibilities, duties and liabilities contained in Section 2.03(c) the and its obligation to repurchase or substitute for any Mortgage Loandeposit amounts in respect of losses pursuant to Section 3.06) by the terms and provisions hereof including, (ii) with respect to any representation or warranty of without limitation, the Master Servicer's obligations to make Advances pursuant to Section 4.01; provided, however, that if the Indenture Trustee is prohibited by law or (iii) for regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Indenture Trustee shall not be obligated to make Advances pursuant to Section 4.01; and provided further, that any act failure to perform such duties or omission of either responsibilities caused by the Master Servicer's failure to provide information required by Section 6.01 shall not be considered a predecessor or default by the Indenture Trustee as successor to the Master Servicer other than hereunder; provided, however, it is understood and acknowledged by the Indenture Trusteeparties that there shall be a period of transition (not to exceed 90 days) before the servicing transfer is fully effected. As its compensation under this Agreementtherefor, effective from and after the time the Master Servicer receives a notice of termination or immediately upon assumption of the obligations to make Advances, the Indenture Trustee shall be entitled to the compensation Servicing Fee and all funds relating to the Mortgage Loans to which the Master Servicer would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer prior to its termination or resignation). If the Master Servicer is terminated pursuant to Section 6.01 by the Note Insurer, the Note Insurer may choose a successor Master Servicer that meets the requirements of a successor Master Servicer under this Agreement Agreement, with the consent of the Pool Insurer, such consent shall not be unreasonably withheld. Alternatively, if no notice the Master Servicer is terminated pursuant to Section 6.01 by the Pool Insurer, the Pool Insurer may choose a successor Master Servicer that meets the requirements of termination had been givena successor Master Servicer under this Agreement, with the consent of the Note Insurer, such consent shall not be unreasonably withheld. In additionNotwithstanding the above and subject to the next paragraph, in the event that neither the Note Insurer or the Pool Insurer appoints a successor Master Servicer in accordance with preceding paragraph, the Indenture Trustee will may, if it shall be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the Holders of Notes evidencing more than 51% of the Note Balance of the Notes, the Note Insurer or the Pool Insurer so request in writing to the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established housing and home finance institution, bank, or other mortgage loan servicing institution acceptable to each Rating Agency (with confirmation from the Rating Agencies that such appointment shall not result in the reduction or home equity loan servicer withdrawal of the rating of any outstanding Class of Notes (without regard to the Note Insurance Policy)) and acceptable to the Note Insurer and the Pool Insurer and having a net worth of not less than $15,000,000 as the successor to the Master Servicer under this Agreement to assume in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The No appointment of a successor to the Master Servicer must under this Agreement shall be acceptable to effective until the Credit Enhancer assumption by the successor of all of the Master Servicer's responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in its sole discretionexcess of that permitted the Master Servicer as such hereunder. The Depositor, the Issuer, the Indenture Trustee and such successor shall take such action, consistent with this Agreement, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned necessary to the Notes by the Rating Agencies without regard to the Policyeffectuate any such succession. Pending appointment of a successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so actingServicer under this Agreement, the Indenture Trustee shall act in such capacity as hereinabove provided. In the event that the Note Insurer or Pool Insurer, as appropriate, has not selected a successor Master Servicer. In connection with this appointment and assumption, upon removal or resignation of the Master Servicer, the Indenture Trustee, with the cooperation of the Depositor and the Issuer, (x) shall solicit bids for a successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 as described below and (or any lesser compensation y) pending the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer as a result of soliciting such bids, shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination serve as Master Servicer of the Mortgage Loans serviced by such predecessor Master Servicer. The Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture TrusteeTrustee or any affiliate thereof) (including that such mortgage loan servicing institution shall be acceptable to each Rating Agency, any the Note Insurer and the Pool Insurer). Such public announcement shall specify that the successor Master Servicer shall be entitled to the servicing compensation agreed upon between the Indenture Trustee, the successor Master Servicer and the Depositor; provided, however, that no such fee shall exceed the Servicing Fee. Within 30 days after any such public announcement, the Indenture Trustee, with the cooperation of the Depositor, shall negotiate in good faith and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price they shall pay to obtain such servicing. The Indenture Trustee upon receipt of the purchase price shall pay such purchase price to the Master Servicer being so removed, after deducting from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities reasonably incurred hereunder. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Master Servicer at the time of such sale. (b) If the Master Servicer fails to remit to the Indenture Trustee for payment to the Noteholders any payment required to be made under the terms of the Notes and this Agreement (for purposes of this Section 7.02(b), a "Remittance") because the Master Servicer is the subject of a proceeding under the federal Bankruptcy Code and the making of such Remittance is prohibited by Section 362 of the federal Bankruptcy Code, the Indenture Trustee shall upon notice of such prohibition, regardless of whether it has received a notice of termination under Section 7.01, advance the amount of such Remittance by depositing such amount in the Payment Account on the related Payment Date. The Indenture Trustee shall be obligated to all make such advance only if (i) such advance, in the good faith judgment of the Indenture Trustee can reasonably be expected to be ultimately recoverable from Stayed Funds and (ii) the Indenture Trustee is not prohibited by law from making such advance or obligating itself to do so. Upon remittance of the Stayed Funds to the Indenture Trustee or the deposit thereof in the Payment Account by the Master Servicer, a trustee in bankruptcy or a federal bankruptcy court, the Indenture Trustee may recover the amount so advanced, without interest, by withdrawing such amount from the Payment Account; however, nothing in this Agreement shall be deemed to affect the Indenture Trustee's rights to recover from the Master Servicer's own funds interest on the amount of any such advance. If the Indenture Trustee at any time makes an advance under this Subsection which it later determines in its good faith judgment shall not be ultimately recoverable from the Stayed Funds with respect to which such advance was made, the Indenture Trustee shall be entitled to reimburse itself for such advance, without interest, by withdrawing from the Payment Account, out of amounts on deposit therein, an amount equal to the portion of such advance attributable to the Stayed Funds. (c) If the Master Servicer is terminated pursuant to Section 6.01, then the successor Master Servicer shall not be permitted to reimburse itself directly for Advances or Servicing Advances under Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) if the Master Servicer has not been fully reimbursed for its Advances and Servicing Advances, but instead the successor Master Servicer shall include such amounts in the applicable remittance to the Indenture Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit in the Collection Account on the related Master Servicer Remittance Date. The Indenture Trustee is hereby authorized to pay to the terminated Master Servicer (or the related Advancing Person in accordance with Section 3.23) and the successor Master Servicer, as applicable, reimbursements for Advances and Servicing Advances from the Payment Account to the same extent each such Master Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii), as the case may be. All Advances and Servicing Advances made pursuant to the terms of this Agreement from shall be deemed made and shall be reimbursed on a "first in-first out" (FIFO) basis. At such time as the time that it accepts its appointment Master Servicer (or related Advancing Person) has been reimbursed for all Advances and Servicing Advances made by it, the successor Master Servicer shall no longer be required to remit in accordance with the same extent as if it were originally named as Master Servicerfirst sentence of this Section 6.02(c) and shall then be permitted to reimburse itself directly for Advances and Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii).

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof. Nothing in this Servicing Agreement except or in the Trust Agreement shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or successor Master Servicer other than obligate the Indenture Trustee, in its capacity as successor Servicer, to purchase, repurchase or substitute any Loan, (iv) fund any losses on any Permitted Investment directed by any other Servicer or (v) be responsible for the representations and warranties of the Servicer. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that the appointment of any obligations of the Master such successor Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies without regard to the PolicyAgencies. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer as shall be subject necessary to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicereffectuate any such succession.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer, except as provided herein; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED that the appointment of any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by the Credit EnhancerBond Insurer's prior consent, as applicable, which written consent shall not be unreasonably withheld. The and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes by Class 1-A Bonds and the Rating Agencies Class 1-A-2 Bonds without regard to the Policy. Pending appointment of a successor to Bond Insurance Policy or the Master ServicerClass 2-A-1, unless the Indenture Trustee is prohibited by law from so actingClass 2-A-2, the Indenture Trustee shall act as Master Servicer. In connection with this appointment Class 2-M-1, Class 2-M-2 Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6, and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation the Indenture Trustee and the successor agree to). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach Class 2-B Bonds by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.Rating

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of termination pursuant to Section 6.01 7.01 or resigns sends a notice pursuant to Section 5.046.04, the Indenture Trustee shall be appoint a successor servicer in accordance with the instruction of the Credit Enhancer, or if the Credit Enhancer does not provide the Indenture Trustee such instruction within 30 days of such notice, the Indenture Trustee, in a period not to exceed 90 days shall appoint a successor Servicer or shall itself become the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof. Notwithstanding the foregoing, the parties hereto agree that the Indenture Trustee, in its capacity as successor servicer, immediately will assume all of the obligations of the Master Servicer to make advances hereunder. During such 90 day period, neither the Indenture Trustee nor any successor servicer shall be responsible for any lack of information or documents that it cannot reasonably obtain on a practical basis under the circumstances. Neither the Indenture Trustee nor any successor servicer shall be liable for any action taken by the terminated Servicer during such 90 day period. Nothing in this Servicing Agreement, the Indenture or in the Trust Agreement except shall be construed to permit or require the Indenture Trustee to (i) succeed to the obligation to repurchase or substitute for any Mortgage Loanresponsibilities, duties and liabilities of the initial Servicer in its capacity as Seller under the Home Equity Loan Purchase Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either the Servicer prior to the issuance of a predecessor notice of termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer servicer, to purchase, repurchase or substitute any Home Equity Loan, (iv) fund any Additional Balances with respect to any Revolving Credit Loans, (v) fund any losses on any Permitted Investment directed by any other Servicer, or (vi) be responsible for the representations and warranties of the Servicer. As compensation therefor, any successor servicer other than the Indenture Trustee. As its Trustee shall be entitled to such compensation under this Agreementas it and the Credit Enhancer may agree upon and, if the Indenture Trustee is the successor servicer, the Indenture Trustee shall be entitled to such compensation as the compensation the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, The predecessor Servicer shall also pay the Transition Costs of the Indenture Trustee will or other servicer as successor servicer. To the extent not paid by the predecessor Servicer, any Transition Costs incurred by the Indenture Trustee shall be entitled paid pursuant to compensation with respect to its expenses in connection with conversion Section 3.05(a)(i) of certain information, documents, and record keeping, as provided in Section 6.01the Indenture. Notwithstanding the above, (i) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is unwilling to act as successor Master Servicerservicer itself or appoint a successor to act as successor servicer, or (ii) if the Credit Enhancer does not direct the appointment of a successor servicer and if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the Master responsibilities, duties or liabilities of the Servicer under this Agreement. The hereunder; provided that any such successor Master Servicer must servicer shall be acceptable to the Credit Enhancer in its sole discretionEnhancer, as evidenced by the Credit Enhancer's prior consent, as applicable, written consent which consent shall not be unreasonably withheld. The withheld or delayed and provided further that the appointment of the any such successor Master Servicer must servicer will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Securities by the Rating Agencies Agencies, if determined without regard to the PolicyCredit Enhancement Instrument. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee Trustee, in a period not to exceed 90 days, shall act as Master Serviceritself succeed or appoint a successor to succeed to all of the rights and duties of the Servicer hereunder hereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any lesser such other compensation as the Indenture Trustee Credit Enhancer and such successor shall agree, together with the Transition Costs of the successor agree toservicer, which shall be paid by the predecessor Servicer). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Home Equity Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.04 or to indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any successor Master Servicer servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the such predecessor Master Servicer servicer of any of its representations or warranties contained herein or in any related document or agreement. The Indenture Trustee and such successor shall take such action, consistent with this Servicing Agreement. Except for , as shall be necessary to effectuate any compensation agreement with such succession. (b) Any successor, including the Indenture Trustee, any successor Master to the Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Home Equity Loans for the benefit of this Agreement from the time that it accepts Securityholders and the Credit Enhancer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.13 and (iii) be bound by the terms of the Insurance Agreement. (c) Any successor servicer, including the Indenture Trustee, shall not be deemed in default or to have breached its duties hereunder if it were originally named as Master Servicerthe predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder.

Indenture Trustee to Act; Appointment of Successor. (a) From On and after the time the Master Servicer receives a notice of resignation or termination pursuant to Section 6.01 6.04 or resigns pursuant to Section 5.047.01, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under this Agreement except (i) by the obligation to repurchase or substitute for any Mortgage Loanterms and provisions hereof; provided, (ii) however, that the responsibilities and duties of HFC as Master Servicer with respect to any representation or warranty the purchase of the Master ServicerHome Equity Loans pursuant to Sections 2.02, or (iii2.04(c) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trusteeand 3.01 shall not terminate. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank, institution or other mortgage loan or home equity loan servicer having all licenses and permits required in order to perform its obligations hereunder and a net worth of not less than $15,000,000 50,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; provided that the appointment of any such successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings then-current rating assigned to the Notes by the Rating Agencies without regard taking into account the existence of the Note Guaranty Insurance Policy, as evidenced by a writing to such effect delivered to the PolicyIndenture Trustee and the Insurer, and (so long as no Insurer Default exists and is continuing) any successor Master Servicer appointed hereunder shall be reasonably acceptable to the Insurer, as evidenced in writing to the Indenture Trustee, the Depositor and the successor Master Servicer by the Insurer. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Home Equity Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.09 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) Any successor, including the Indenture Trustee, to the Master Servicer as master servicer shall during the term of its service as master servicer (i) continue to service and administer the Home Equity Loans for the benefit of Noteholders and (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.13. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Agreement before prior to its termination as Master Servicer (including including, without limitation, any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master Servicer or the Depositor of any of their representations or warranties contained herein or in any related document or agreement. (c) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Home Equity Loans that are registered with MERS, in which case the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement shall cooperate with the Indenture Trusteesuccessor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trust and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Home Equity Loan or servicing of such Home Equity Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (c). The successor Master Servicer shall cause such assignment to be subject to all the terms of this Agreement from the time that it accepts its appointment delivered to the same extent as if it were originally named as Master ServicerIndenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Indenture Trustee to Act; Appointment of Successor. (a) From Within 90 days of the time the Master Servicer receives a notice of termination pursuant to Section 6.01 or resigns sends a notice pursuant to clause (i) of Section 5.04, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer, or other successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Servicing Agreement and the transactions contemplated by this Agreement set forth or provided for herein and shall be subject to all the obligations of responsibilities, duties and liabilities relating thereto placed on the Master Servicer under by the terms and provisions hereof, including but not limited to the provisions of Article VIII. Nothing in this Servicing Agreement except shall be construed to permit or require the Indenture Trustee or any other successor Master Servicer to (i) succeed to the obligation to repurchase or substitute for any responsibilities, duties and liabilities of the initial Master Servicer in its capacity as the Seller under the Mortgage LoanLoan Sale and Contribution Agreement, (ii) with respect to any representation be responsible or warranty of the Master Servicer, or (iii) accountable for any act or omission of either a predecessor or successor the Master Servicer other than prior to the effectiveness of the Master Servicer's termination hereunder, (iii) require or obligate the Indenture Trustee, in its capacity as successor Master Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any losses on any Eligible Investment directed by any other Master Servicer, or (v) be responsible for the representations and warranties of the Master Servicer; PROVIDED, HOWEVER, that the Indenture Trustee, as successor Master Servicer, shall be required to make any Advances to the extent that the Master Servicer failed to make such Advances, to the extent such Advance is not determined by the Indenture Trustee to be nonrecoverable. As its compensation under this Agreementtherefor, the Indenture Trustee shall be entitled to the such compensation as the Master Servicer would have been entitled to under this Agreement hereunder if no such notice of termination had been given. In addition, the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping, as provided in Section 6.01. Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as successor Master Servicer, or (ii) if the Indenture Trustee is legally unable so to so act, the Indenture Trustee on behalf of the Bondholders and the Bond Insurer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution, bank, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 10,000,000 as the successor to the Master Servicer under this Agreement to assume hereunder in the assumption of all or any obligations part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. The hereunder; PROVIDED, that any such successor Master Servicer must shall be acceptable to the Credit Enhancer in its sole discretionBond Insurer, as evidenced by the Credit EnhancerBond Insurer's prior consent, as applicable, which written consent shall not be unreasonably withheld. The and provided further that the appointment of the any such successor Master Servicer must will not result in the qualification, reduction, reduction or withdrawal of the ratings assigned to the Notes Bonds by the Rating Agencies without regard to taking the PolicyBond Insurance Policy into account. Pending appointment of a successor to the Master ServicerServicer hereunder, unless the Indenture Trustee is prohibited by law from so actingacting or is unwilling to act as such, the Indenture Trustee shall act in such capacity as Master Servicerhereinabove provided. In connection with this such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation that which the Master Servicer would otherwise have received pursuant to Section 3.08 3.15 (or any such lesser compensation as the Indenture Trustee and the such successor agree toshall agree). The Indenture Trustee and the successor shall take any action, consistent with this Agreement, necessary to effectuate the succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that which may have arisen under this Servicing Agreement before prior to its termination as Master Servicer (including including, without limitation, the obligation to purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an insurance policy pursuant to Section 3.043.11 or to indemnify the Indenture Trustee pursuant to Section 5.06), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor such Master Servicer of any of its representations or warranties contained herein or in this Agreementany related document or agreement. Except for any compensation agreement with the The Indenture Trustee, the Custodian and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any successor such succession. (b) Any successor, including the Indenture Trustee on behalf of the Bondholders, to the Master Servicer as servicer shall be subject during the term of its service as servicer (i) continue to all service and administer the terms Mortgage Loans for the benefit of this Agreement from the time that it accepts Securityholders and the Bond Insurer, (ii) maintain in force a policy or policies of insurance covering errors and omissions in the performance of its appointment obligations as Master Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as if it were originally named as the Master Servicer is so required pursuant to Section 3.11(g). (c) Any successor Master Servicer, including the Indenture Trustee on behalf of the Bondholders, shall not be deemed to be in default or to have breached its duties hereunder if the predecessor Master Servicer shall fail to deliver any required deposit to the Collection Account or otherwise cooperate with any required servicing transfer or succession hereunder. (d) Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to act as a successor Servicer under this Servicing Agreement and the transactions set forth or provided for herein.

Indenture Trustee to Act; Appointment of Successor. (a) From the time Upon the Master Servicer receives a Servicer's receipt of notice of termination pursuant to Section 6.01 8.01 or resigns resignation pursuant to Section 5.047.04, the Indenture Trustee shall be the successor in all respects to the Master Servicer in its capacity as Master Servicer servicer under this Agreement and the transactions contemplated by this Agreement Agreement, and shall be subject to all the obligations responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Contracts pursuant to Section 4.07 unless the obligation to repurchase arose after the date of the notice of termination given to the Master Servicer pursuant to Section 8.01 or be subject to any obligation of the Master Servicer under to indemnify or hold harmless any Person as set forth in this Agreement except (i) arising from the obligation to repurchase acts or substitute for any Mortgage Loan, (ii) with respect to any representation or warranty omissions of the previous Master Servicer, or (iii) for any act or omission of either a predecessor or successor Master Servicer other than the Indenture Trustee. As its compensation under this Agreementtherefor, 77 the Indenture Trustee shall be entitled to such compensation (whether payable out of the compensation Collection Account or otherwise) as the Master Servicer would have been entitled to under this Agreement if no such notice of termination had shall have been given. In additionIf, however, a bankruptcy trustee or similar official has been appointed for the Master Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee will be entitled to compensation with respect to its expenses in connection with conversion Trustee, Insurer or the Noteholders from effecting a transfer of certain information, documents, and record keeping, as provided in Section 6.01servicing. Notwithstanding the above, (i) if the Indenture Trustee is may, if it shall be unwilling to act as successor Master Serviceract, or (ii) shall, if the Indenture Trustee is it shall be legally unable so to so act, the Indenture Trustee may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance financial institution, bank, or other mortgage loan or home equity loan servicer having a net worth of not less than $15,000,000 50,000,000 and whose regular business shall include the servicing of motor vehicle retail installment sales contracts, as the successor to the Master Servicer under this Agreement to assume of any obligations of the Master Servicer under this Agreement. The successor Master Servicer must be acceptable to the Credit Enhancer in its sole discretion, as evidenced by the Credit Enhancer's prior consent, as applicable, which consent shall not be unreasonably withheld. The appointment of the successor Master Servicer must not result in the qualification, reduction, or withdrawal of the ratings assigned to the Notes by the Rating Agencies without regard to the Policy. Pending appointment of a any such successor to the Master Servicer, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as Master Servicerprovided above. In connection with this appointment and assumptionsuch appointment, the Indenture Trustee may make such arrangements for the compensation of such successor shall be entitled to receive compensation out of payments on Mortgage Loans Contracts it and such successor shall agree; provided, however, that no such compensation shall be in an amount equal to the compensation excess of that permitted the Master Servicer would otherwise have received pursuant to Section 3.08 (or any lesser compensation under this Agreement without the Indenture Trustee and consent of the successor agree to)Insurer. The Indenture Trustee and the such successor shall take any such action, consistent with this Agreement, as shall be necessary to effectuate the any such succession. (b) The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer that may have arisen under this Agreement before its termination as Master Servicer (including any deductible under an insurance policy pursuant to Section 3.04), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by the predecessor Master Servicer of any of its representations or warranties contained in this Agreement. Except for any compensation agreement with the Indenture Trustee, any successor Master Servicer shall be subject to all the terms of this Agreement from the time that it accepts its appointment to the same extent as if it were originally named as Master Servicer.